Brickman Group Ltd – ‘424B3’ on 6/16/03

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Prospectus   —   Rule 424(b)(3)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Final Prospectus                                     152    790K 

Document Table of Contents

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                                            Filed Pursuant to Rule 424(b)(3)
                                       Registration No. 333-102885
PROSPECTUS                                                                      

                 [GRAPHIC]

        THE BRICKMAN GROUP, LTD.

Exchange Offer for  
$150,000,000  
113/4% Senior Subordinated Notes due 2009 

--------------------------------------------------------------------------------

We are offering to exchange:  

up to $150,000,000 of our new 113/4% Senior Subordinated Notes due 2009, series 
B 

for 

a like amount of our outstanding 113/4% Senior Subordinated Notes due 2009. 

Material Terms of Exchange Offer  

.The terms of the notes    .The exchange of notes     
to be issued in the        will not be a    
exchange offer are         taxable event for
  substantially              U.S. federal income
identical to the           tax purposes.    
outstanding notes,                          
except that the       .Not subject to any   
   transfer                   condition other than
restrictions and           that the exchange
registration rights        offer not violate
relating to the            applicable law or
outstanding notes          any applicable   
will not apply to          interpretation of
    the exchange notes.        the Staff of the SEC.

.The notes and the         .We will not receive any   
subsidiary                proceeds from the 
guarantees, if any,       exchange offer.   
will be unsecured                           
senior subordinated   .There is no existing 
  obligations. They            public market for
will rank behind all         the outstanding
of our and our               notes or the   
   guarantor                    exchange notes. We
 subsidiaries'                do not intend to
  current and future           list the exchange
senior indebtedness,         notes on any   
which totaled $49.8          securities     
 million as of March          exchange or seek
31, 2003, and will           approval for   
  rank equal in                quotation through
payment to our               any automated  
senior subordinated          trading system.
debt and senior in                          
right of payment to                         
any subordinated                            
debt which may be                           
incurred from time                          
to time.                                    

.Expires at 5:00 p.m.,                                
New York City                       
time, on                            
July 28, 2003,                      
unless extended.                    

For a discussion of certain factors that you should consider before       
participating in this exchange offer, see "Risk Factors" beginning on page 11   
of this prospectus.                                                             

Neither the SEC nor any state securities commission has approved or       
disapproved of the notes or passed upon the adequacy or accuracy of this        
prospectus. Any representation to the contrary is a criminal offense.           

June 16, 2003 

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 We have not authorized anyone to give any information or represent anything
to you other than the information contained in this prospectus. You must not    
rely on any unauthorized information or representations.                        

 Until September 15, 2003, all dealers that, buy, sell or trade the exchange
notes, whether or not participating in the exchange offer, may be required to   
deliver a prospectus. This requirement is in addition to the dealers'           
obligation to deliver a prospectus when acting as underwriters and with respect 
to their unsold allotments and subscriptions.                                   

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PROSPECTUS SUMMARY  

 The following summary contains basic information about this exchange offer.
It likely does not contain all the information that is important to you.  For a 
more complete understanding of this exchange offer, we encourage you to read    
this entire document.  As used in this prospectus, unless the context indicates 
otherwise: "we", "our", "us", "Brickman" and "Company" refer collectively to    
The Brickman Group, Ltd., the issuer of the notes. Certain financial data and   
the consolidated financial information included in this prospectus reflect a    
series of transactions that occurred on December 20, 2002 that resulted in a    
newly formed holding company, Brickman Group Holdings, Inc., becoming the       
parent company of Brickman. These transactions were accounted for as a business 
combination and resulted in a new basis of accounting. As a result, the         
financial position, results of operations and cash flows of the Company before  
these transactions, representing the periods ending on and prior to December    
19, 2002 and referred to as "Predecessor" throughout this prospectus, are not   
comparable to the financial position, results of operations and cash flows of   
the Company after these transactions, representing the periods subsequent to    
December 19, 2002 and referred to as "Successor" throughout this prospectus.    

The Company 

Company Overview                                                                

We are one of the largest providers of commercial landscape maintenance   
services in the United States, servicing over 8,000 commercial properties in 23 
states.  We provide our landscape maintenance services, including lawn care,    
flower bed planting and care, tree and shrub pruning, leaf removal, weed and    
pest control, irrigation maintenance, fertilization and mulching, to a diverse  
set of customers pursuant to maintenance contracts.  We also provide snow       
removal services to our landscape maintenance customers in order to fulfill     
their needs and to leverage our infrastructure during the winter months.  In    
addition, we provide our customers with landscape design/build services, which  
enhance our technical capabilities and brand recognition.  Since 1992, our      
revenue, income from operations, net income and EBITDA have grown at compound   
annual rates of 22%, 27%, 17% and 26%, respectively. For the period from        
January 1, 2002 through December 19, 2002, we generated revenue, income from    
operations, net income and EBITDA of $283.2 million, $35.8 million, $17.5       
million and $46.0 million respectively. For the period from December 20, 2002   
through December 31, 2002 we generated revenue, loss from operations, net loss  
and EBITDA of $8.7 million, $(767,000), $(869,000) and $213,000 respectively.   
For the three months ended March 31, 2003, we generated revenue, loss from      
operations, net loss and EBITDA of $75.4 million, $(4.4) million, $(5.6)        
million and $3.7 million, respectively. See footnote 1 to "Summary Historical   
and Pro Forma Financial and Other Data" for a reconciliation of net income to   
EBITDA.                                                                         

We serve our customers through our network of approximately 90 branches.  
Revenue from landscape maintenance services accounted for 86% of our revenue  
for the period from January 1, 2002 through December 19, 2002 and 45% of our    
revenue for the period from December 20, 2002 through December 31, 2002.        
During the same period, over two-thirds of our landscape maintenance service    
revenue was derived from maintenance contracts, with the balance derived from   
supplemental services (work orders).                                            

Business Strengths                                                              

We believe that the key elements of our successful track record of        
performance are as follows:                                                     

 Leading Market Position in a Highly Fragmented Industry.  We are one of the
largest providers of commercial landscape maintenance services in the United    
States and have achieved a strong reputation and brand recognition.             

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Predictable, Recurring Revenue.  The commercial landscape maintenance     
business is perennial in nature and characterized by contracts that generate    
predictable and recurring revenue.  On average, over the past five years,       
approximately 90% of each year's landscape maintenance contract revenue         
recorded was from repeat customers from the previous year, based on our sales   
and marketing data.                                                             

Resistance to Economic Downturns.  We believe that certain characteristics
of the commercial landscape maintenance industry in general and our business    
model in particular help mitigate the effects of economic downturns on our      
financial performance.                                                          

Strong and Diverse Customer Relationships.  We believe that our commitment
to consistently providing our customers with high quality services has resulted 
in long-term customer relationships, high customer renewal rates and,           
ultimately, increased profitability.                                            

Favorable Cash Flow Characteristics.  Our business has strong cash flow   
characteristics due to the combination of our recurring revenue, high operating 
margins, low requirements for replacement capital expenditures, minimal working 
capital requirements and tax deductions resulting from the 1998 Transaction (as 
defined herein).                                                                

Experienced and Incentivized Management.  Our management is composed of   
executive, regional and branch management teams, each of which draws on         
extensive industry experience and training to maintain and expand our           
leadership position in the commercial landscape maintenance industry.           

Business Strategy                                                               

 For over 50 years, we primarily provided landscape design/build services to
our customers.  In the late 1980's, to achieve greater stability and            
profitability in our business model, we shifted our focus to landscape          
maintenance services.                                                           

Retain and Increase Revenue from Existing Customers.  The central focus of
our business strategy is to increase maintenance contract renewals and customer 
penetration by consistently providing high-quality service to our existing      
customers.  Over time, our profitability typically increases at properties we   
service as there is less labor intensive remediation work to be performed and   
we are able to maximize operating efficiencies through familiarity with the     
property.                                                                       

Add New Customers.  As a result of our brand recognition, we are often    
referred to potential customers in proximity to our existing customers'         
properties.  Our experienced branch managers and project directors capitalize   
on their operational expertise to market our services to new customers as well  
as to maintain strong relationships with our current customers.  Furthermore,   
we consider acquisitions from time to time where we can acquire a small,        
quality landscape maintenance provider in our current markets, or a business in 
a new market which presents an opportunity for sustainable growth.              

Leverage Low-Risk, Efficient Growth Model.  Our model for expansion is to 
split branches within existing geographic markets and open new branches when we 
enter new geographic markets.  We believe this is an efficient and low-risk     
method of managing our growth, as demonstrated by our ability to maintain high  
operating margins while growing from 30 branches in 1993 to 90 branches as of   
December 31, 2002.                                                              

.   Branch-Splitting.  We proactively plan to split branches before customer
    requirements exceed branch management's capacity to provide high-quality
service to existing customers and generate new business.            

.   New Branches.  We typically open branches in new geographic markets in  
   response to demand from new and existing customers.  When opening a new
branch, we rely upon one of our experienced                         

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    managers to manage the new branch rather than hiring an external manager
who is unfamiliar with our established operating model.             

Replicate Standardized Operating Procedures.  Because the commercial      
landscape maintenance business is primarily a local business, we have developed 
standardized branch-level operating procedures in order to replicate our high   
standards of customer service and efficient operating model from branch to      
branch.   These practices are applied consistently across all of our branches,  
allowing us to deliver competitive pricing to our customers and effectively     
monitor and control our labor productivity.                                     

Attract, Train and Retain Quality Field Personnel.  Our business is labor 
intensive, and we therefore believe our ability to attract, train and retain    
quality field personnel is critical to our success. We have historically        
attracted a significant number of new employees through referrals from our      
existing work force.  Our success in retaining field personnel has enabled us   
to minimize the costs associated with training new field personnel and to       
develop a pool of employees familiar with our best practices.                   

The Transaction 

  In 1998, as a means of generating liquidity for some of our stockholders, we
sold a majority of our equity to a fund managed by CIVC Partners ("CIVC") and   
to One Equity Partners (the "1998 Transaction").  Certain members of the        
Brickman family reinvested approximately $23 million in our equity securities,  
and CIVC and One Equity Partners each invested approximately $26 million in our 
equity securities in the 1998 Transaction and subsequent financings.  At the    
closing of the 1998 Transaction, we also incurred approximately $103 million of 
debt.                                                                           

On December 20, 2002, we entered into a series of transactions            
(collectively, the "Transaction") that resulted in a newly formed holding       
company, Brickman Group Holdings, Inc. ("Brickman Holdings" or "Holdings"),     
becoming the parent company of Brickman, with members of the Brickman family    
holding a majority of its voting capital stock and control of its board of      
directors. In the Transaction:                                                  

.   we repayed then existing indebtedness of $94.6 million and raised       
additional debt financing of $200 million;                          

.   Theodore W. Brickman, Jr., Scott Brickman and certain other members of  
  the Brickman family rolled over approximately $80 million, or 100%, of
     their then existing equity investments in Brickman into Brickman Holdings
  and purchased additional Brickman Holdings equity of approximately $11
million;                                                            

.   non-Brickman family management rolled over approximately $19 million, or
   approximately 84%, of their then existing equity investment in Brickman
    into Brickman Holdings and received cash in the amount of $4 million for
their remaining equity investment;                                  

.   CIVC and certain co-investors received cash in the amount of $84 million
  in exchange for a portion of their investment in Brickman, rolled over
    approximately $15 million of their then existing equity in Brickman into
   Brickman Holdings and a new CIVC fund and certain co-investors invested
approximately $69 million in Brickman Holdings; and                 

.   One Equity Partners and certain co-investors received cash in the amount
of $98 million in exchange for their investment in Brickman.        

After contributing the new equity investment to Brickman for additional common  
stock and contributing shares of Brickman preferred stock to the capital of     
Brickman for immediate cancellation, Holdings owns approximately $195 million   
in new and existing equity of Brickman, which represents 100% of the equity of  
Brickman. Holdings is owned by members of the Brickman family, CIVC, management 
and certain other investors.  Theodore W. Brickman, Jr. and Scott Brickman own  
9% and 22%, respectively, of the common                                         

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stock of Holdings. No other member of the Brickman family owns more than 5% of  
the common stock of Holdings. Theodore W. Brickman, Jr., Scott W. Brickman and  
other members of the Brickman Family own 10%, 25% and 17%, respectively, of the 
voting common stock of Holdings, assuming conversion of all outstanding         
convertible securities of Holdings. The Transaction was accounted for as a      
business combination with a partial step up in Brickman's assets.  See the      
"Unaudited Pro Forma Consolidated Financial Information" included elsewhere in  
this prospectus.                                                                

See "Certain Relationships and Related Transactions" for more information 
about the specific terms of the Transaction, including the terms of the         
recapitalization agreement, stockholders agreement and registration agreement   
implementing the Transaction.                                                   

    The following table sets forth the sources and uses in connection with the
Transaction (in millions):                                                      

                                                                [Download Table]

Sources                                                       
                                                              
 New senior credit facility (1)........................ $ 50.0
 11 3/4% Senior Subordinated Notes due 2009............  150.0
 Rollover of existing equity...........................  114.9
 New equity investment.................................   80.1
                                                        ------
   Total Sources....................................... $395.0
                                                        ======
Uses                                                          
 Repurchase equity..................................... $186.1
 Rollover of existing equity...........................  114.9
 Repayment of existing net indebtedness................   85.4
 Estimated fees and expenses...........................    8.6
                                                        ------
   Total Uses.......................................... $395.0
                                                        ======

--------                                                                        
(1) Our new senior credit facility consists of a $30.0 million revolving credit 
facility and a funded $50.0 million term loan.                          

----------------- 

Brickman is a corporation organized under the laws of the State of        
Delaware.  Our principal executive offices are located at 375 South Flowers     
Mill Road, Langhorne, Pennsylvania 19047, and our telephone number is (215)     
757-9400.  Our website is www.brickmangroup.com.  The information contained on  
our website is not part of this prospectus and is not incorporated in this      
prospectus by reference.                                                        

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Summary of the Exchange Offer 

                                                        [Enlarge/Download Table]
                                                                                                         
The Initial Offering of Outstanding Notes We sold the outstanding notes on December 20, 2002 to CIBC     
                                          World Markets Corp and Lehman Brothers. We collectively        
                                          refer to those parties in this prospectus as the "initial      
                                          purchasers." The initial purchasers subsequently resold the    
                                          outstanding notes to qualified institutional buyers pursuant to
                                          Rule 144A under the Securities Act of 1933, as amended.        
Registration Rights Agreement............ Simultaneously with the initial sale of the outstanding notes, 
                                          we entered into a registration rights agreement for the        
                                          exchange offer. In the registration rights agreement, we       
                                          agreed, among other things, to use our reasonable best efforts 
                                          to file a registration statement with the SEC and to complete  
                                          this exchange offer within 270 days of issuing the outstanding 
                                          notes. The exchange offer is intended to satisfy your rights   
                                          under the registration rights agreement. After the exchange    
                                          offer is complete, you will no longer be entitled to any       
                                          exchange or registration rights with respect to your           
                                          outstanding notes.                                             
The Exchange Offer....................... We are offering to exchange the exchange notes, which have     
                                          been registered under the Securities Act for your outstanding  
                                          notes, which were issued on December 20, 2002 in the initial   
                                          offering. In order to be exchanged, an outstanding note must   
                                          be properly tendered and accepted. All outstanding notes that  
                                          are validly tendered and not validly withdrawn will be         
                                          exchanged. The exchange offer will remain open for up to       
                                          60 days before it expires. We will issue exchange notes        
                                          promptly after the expiration of the exchange offer.           
Resales.................................. We believe that the exchange notes issued in the exchange      
                                          offer may be offered for resale, resold and otherwise          
                                          transferred by you without compliance with the registration    
                                          and prospectus delivery provisions of the Securities Act       
                                          provided that:                                                 

                                          .    the exchange notes are being acquired in the ordinary     
                                                course of your business;                                 

                                          .    you are not participating, do not intend to participate,  
                                                and have no arrangement or understanding with any        
                                                person to participate, in the distribution of the        
                                                exchange notes issued to you in the exchange offer;      
                                                and                                                      

                                          .    you are not an affiliate of ours.                         

                                          If any of these conditions are not satisfied and you transfer  
                                          any exchange notes issued to you in the exchange offer         
                                          without delivering a prospectus meeting the requirements of    
                                          the Securities Act or without an exemption from registration   
                                          of your exchange notes from these requirements you may         

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                                                        [Enlarge/Download Table]
                                                                                                           
                                           incur liability under the Securities Act. We will not assume,   
                                           nor will we indemnify you against, any such liability.          

                                           Each broker-dealer that is issued exchange notes in the         
                                           exchange offer for its own account in exchange for              
                                           outstanding notes that were acquired by that broker-dealer as   
                                           a result of market-marking or other trading activities, must    
                                           acknowledge that it will deliver a prospectus meeting the       
                                           requirements of the Securities Act in connection with any       
                                           resale of the exchange notes. A broker-dealer may use this      
                                           prospectus for an offer to resell, resale or other retransfer of
                                           the exchange notes issued to it in the exchange offer.          
Record Date............................... We mailed this prospectus and the related exchange offer        
                                           documents to registered holders of outstanding notes on         
                                           June 16, 2003.                                                  
Expiration Date........................... The exchange offer will expire at 5:00 p.m., New York City      
                                           time, July 28, 2003, unless we decide to extend the expiration  
                                           date.                                                           
Conditions to the Exchange Offer.......... The exchange offer is not subject to any condition other than   
                                           that the exchange offer not violate applicable law or any       
                                           applicable interpretation of the staff of the SEC.              
Procedures for Tendering Outstanding Notes We issued the outstanding notes as global securities. When      
                                           the outstanding notes were issued, we deposited the global      
                                           notes representing the outstanding notes with Bank One, N.A.,   
                                           as book-entry depositary. Bank One, N.A. issued a               
                                           certificateless depositary interest in each global note we      
                                           deposited with it, which represents a 100% interest in the      
                                           notes, to The Depositary Trust Company, known as DTC.           
                                           Beneficial interests in the outstanding notes, which are held   
                                           by direct or indirect participants in DTC through the           
                                           certificateless depositary interest, are shown on records       
                                           maintained in book-entry form by DTC.                           

                                           You may tender your outstanding notes through book-entry        
                                           transfer in accordance with DTC's Automated Tender Offer        
                                           Program, known as ATOP. To tender your outstanding notes        
                                           by a means other than book-entry transfer, a letter of          
                                           transmittal must be completed and signed according to the       
                                           instructions contained in the letter. The letter of transmittal 
                                           and any other documents required by the letter of transmittal   
                                           must be delivered to the exchange agent by mail, facsimile,     
                                           hand delivery or overnight carrier. In addition, you must       
                                           deliver the outstanding notes to the exchange agent or comply   
                                           with the procedures for guaranteed delivery. See "The           
                                           Exchange Offer--Procedures for Tendering Outstanding            
                                           Notes" for more information.                                    

                                           Do not send letters of transmittal and certificates representing
                                           outstanding notes to us. Send these documents only to the       
                                           exchange agent. See "The Exchange Offer--Exchange Agent"        
                                           for more information.                                           

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                                                        [Enlarge/Download Table]
                                                                                                         
Special Procedures for Beneficial Owners If you are the beneficial owner of book-entry interests and     
                                         your name does not appear on a security position listing of     
                                         DTC as the holder of the book-entry interests or if you are a   
                                         beneficial owner of outstanding notes that are registered in the
                                         name of a broker, dealer, commercial bank, trust company or     
                                         other nominee and you wish to tender the book-entry interest    
                                         or outstanding notes in the exchange offer, you should contact  
                                         the person in whose name your book-entry interests or           
                                         outstanding notes are registered promptly and instruct that     
                                         person to tender on your behalf.                                
Withdrawal Rights....................... You may withdraw the tender of your outstanding notes at any    
                                         time prior to 5:00 p.m., New York City time on July 28, 2003.   
Federal Income Tax Considerations....... The exchange of outstanding notes will not be a taxable event   
                                         for United States federal income tax purposes.                  
Use of Proceeds......................... We will not receive any proceeds from the issuance of           
                                         exchange notes pursuant to the exchange offer. We will pay      
                                         all of our expenses incident to the exchange offer.             
Exchange Agent.......................... Bank One, N.A. is serving as the exchange agent in              
                                         connection with the exchange offer.                             

Summary of Terms of the Exchange Notes  

 The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes, except that the exchange notes will be registered     
under the Securities Act. As a result, the exchange notes will not bear legends 
restricting their transfer and will not contain the registration rights and     
liquidated damage provisions contained in the outstanding notes. The exchange   
notes represent the same debt as the outstanding notes. Both the outstanding    
notes and the exchange notes are governed by the same indenture. We use the     
term notes in this prospectus to collectively refer to the outstanding notes    
and the exchange notes.                                                         

                                                                [Download Table]
                                                                            
Issuer.... The Brickman Group, Ltd., a Delaware corporation.                
Securities $150.0 million in principal amount of 113/4% Senior              
           Subordinated Notes due 2009, Series B.                           
Maturity.. December 15, 2009.                                               
Interest.. Annual rate: 113/4%. Payment frequency: every six months on      
           June 15 and December 15. First payment: June 15, 2003.           
Ranking... These notes and the subsidiary guarantees, if any, will be       
           unsecured senior subordinated obligations. They will rank        
           behind all of our and our guarantor subsidiaries' current and    
           future senior indebtedness, except indebtedness that expressly   
           provides that it is not senior to these notes and the guarantees.
           As of March 31, 2003 these notes would have ranked behind        
           $49.8 million of our indebtedness and our credit facility        
           would have permitted additional borrowings of $30.0 million      
           that would rank senior to the notes. The notes are senior to     
           any subordinated indebtedness which may be incurred from         
           time to time.                                                    

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                                                        [Enlarge/Download Table]
                                                                                                      
                                    As of March 31, 2003 our outstanding indebtedness was             
                                    $199.8 million.                                                   

Guarantees......................... The notes will be unconditionally guaranteed, jointly and         
                                    severally, by all of our domestic restricted subsidiaries (as     
                                    such term is defined by the Indenture, see "Description of        
                                    Notes--Certain Definitions") if any. However, not all of our      
                                    subsidiaries will necessarily be guarantors. If we cannot make    
                                    payments when they are due, the guarantor subsidiaries, if        
                                    any, must make them instead. As of December 31, 2002, we          
                                    had no subsidiaries.                                              
Optional Redemption................ We may, at our option, redeem some or all of the notes at any     
                                    time after December 15, 2005 at the redemption prices listed      
                                    in the section "Description of Notes" under the heading           
                                    "Optional Redemption".                                            
                                    Before December 15, 2005, we may redeem up to 35% of the          
                                    notes with the proceeds of certain sales of our equity at the     
                                    price listed in the section "Description of Notes" under the      
                                    heading "Optional Redemption."                                    
Repurchase at the Option of Holders If we sell certain assets or experience specific kinds of         
                                    changes in control, you may require us to repurchase the notes    
                                    at the prices listed in the section "Description of Notes--       
                                    Certain Covenants, Limitation on Certain Asset Sales;             
                                    Description of Notes--Change of Control Offer."                   
Basic Covenants of Indenture....... We will issue the notes under an indenture with Bank One,         
                                    N.A., which will initially act as trustee on your behalf. The     
                                    indenture will, among other things, restrict our ability and the  
                                    ability of our restricted subsidiaries, if any, to:               

                                    . borrow money;                                                   

                                    . pay dividends on stock or purchase stock;                       

                                    . make other restricted payments and investments;                 

                                    . incur restrictions on the ability of certain of our subsidiaries
                                      to pay dividends or make other payments to us;                  

                                    . enter into transactions with affiliates; and                    

                                    . sell certain assets or merge with or into other companies.      

                                    For more details, see "Description of Notes--Certain              
                                    Covenants."                                                       

You should refer to the section entitled "Risk Factors" for an explanation
of material risks of participating in the exchange offer.                       

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Summary Historical and Pro Forma Financial and Other Data 

The following table presents summary historical consolidated statements of
operations, balance sheet and other data and unaudited pro forma consolidated   
financial information for the periods presented and should only be read in      
conjunction with the "Selected Historical Financial and Other Data," "Unaudited 
Pro Forma Consolidated Statement of Operations," "Management's Discussion and   
Analysis of Financial Condition and Results of Operations" and our audited and  
unaudited consolidated financial statements and the related notes thereto, all  
included elsewhere in this prospectus.  The historical financial data for each  
of the two years in the period ended December 31, 2001 and the period from      
January 1, 2002 through December 19, 2002 and the period from December 20, 2002 
through December 31, 2002, have been derived from our historical consolidated   
financial statements audited by PricewaterhouseCoopers LLP included elsewhere   
herein. The consolidated summary financial data as of and for each of the three 
month periods ended March 31, 2002 and 2003 were derived from our unaudited     
consolidated financial statements and the related notes thereto, which contain  
all adjustments necessary, in the opinion of management, to summarize the       
financial position and results of operations for the periods presented. You     
should not regard the results of operations for the three month period ended    
March 31, 2003 to be indicative of the results that may be expected for the     
full year. The unaudited pro forma statement of operations for the year ended   
December 31, 2002 has been derived from the unaudited pro forma information     
included elsewhere herein.                                                      

                                                        [Enlarge/Download Table]

                                                   Predecessor                          Successor                     
                                  --------------------------------------------  ------------------------              
                                                      Period from               Period from                Unaudited  
                                      Year Ended       January 1,  Three Months December 20, Three Months  Pro Forma  
                                     December 31,       2002 to       Ended       2002 to       Ended      Year ended 
                                  ------------------  December 19,  March 31,   December 31,  March 31,   December 31,
                                    2000      2001        2002         2002         2002         2003         2002    
                                  --------  --------  ------------ ------------ ------------ ------------ ------------
                                                                                                                      
Statement of Operations Data:                                                                                         
   Service revenues.............. $221,464  $255,441    $283,222     $47,645     $   8,735     $75,417     $ 291,957  
   Cost of services provided.....  153,250   172,867     190,746      37,057         6,623      59,577       197,369  
                                  --------  --------    --------     -------     ---------     -------     ---------  
      Gross profit...............   68,214    82,574      92,476      10,588         2,112      15,840        94,588  
   General and administrative                                                                                         
    expenses.....................   37,709    45,547      54,796      12,283         2,176      14,475        56,972  
   Amortization expense..........    4,036     4,957       1,906         475           703       5,810        23,281  
                                  --------  --------    --------     -------     ---------     -------     ---------  
      Income (loss) from                                                                                              
       operations................   26,469    32,070      35,774      (2,170)         (767)     (4,445)       14,335  
   Interest expense..............    9,492     7,550       4,841       1,248           643       5,038        19,962  
                                  --------  --------    --------     -------     ---------     -------     ---------  
      Income (loss) before                                                                                            
       taxes.....................   16,977    24,520      30,933      (3,418)       (1,410)     (9,483)       (5,627) 
   Income tax provision                                                                                               
    (benefit)....................    6,897    10,557      13,461      (1,495)         (541)     (3,874)       (2,264) 
                                  --------  --------    --------     -------     ---------     -------     ---------  
      Net income (loss)..........   10,080    13,963      17,472      (1,923)         (869)     (5,609)       (3,363) 
   Accretion of preferred stock                                                                                       
    dividends....................   11,007    12,399      13,472       3,290            --          --            --  
                                  --------  --------    --------     -------     ---------     -------     ---------  
      Net income (loss)                                                                                               
       related to common                                                                                              
       shareholders.............. $   (927) $  1,564    $  4,000     $(5,213)    $    (869)    $(5,609)    $  (3,363) 
                                  ========  ========    ========     =======     =========     =======     =========  
Other Financial Data and                                                                                              
 Ratios:                                                                                                              
   EBITDA (2).................... $ 35,148  $ 43,518    $ 46,019     $   188     $     213     $ 3,720     $  46,232  
   Depreciation and                                                                                                   
    amortization.................    8,679    11,448      10,245       2,358           980       8,165        31,897  
Cash provided by (used in):                                                                                           
   Operating activities..........   17,379    28,053      35,822      12,372          (427)      5,485        27,354  
   Investing activities..........  (22,058)  (27,028)    (13,429)     (7,741)     (273,438)     (3,646)     (286,867) 
   Financing activities..........    3,740     2,449      (9,683)       (587)      280,146      (1,157)      263,348  
   Capital expenditures..........    7,297    10,657      13,572       7,762           501       3,660        14,073  
   Ratio of earnings to fixed                                                                                         
    charges (3)..................      1.3x      1.6x        1.9x         --           N/A          --            --  

(See footnotes on following page) 

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                                                                [Download Table]


                                    December 19, December 31, March 31,
                                        2002         2002       2003   
                                    ------------ ------------ ---------
                                       Actual       Actual     Actual  
                                    ------------ ------------ ---------
                                                                       
Balance Sheet Data (end of period):                                    
   Cash............................   $ 16,357     $  6,281   $  6,963 
   Working capital.................      9,204       12,140      8,994 
   Total assets....................    235,443      238,097    242,243 
   Total debt (4)..................     95,459      201,478    204,712 
   Shareholders' equity (deficit)..    (20,124)       3,131     (2,478)

--------                                                                        
(1) The summary pro forma statement of operations and other financial data for  
 the year ended December 31, 2002 gives effect to the Transaction as if it
had occurred on January 1, 2002.                                        

(2) EBITDA represents earnings before interest, taxes, depreciation and         
amortization.  EBITDA is not intended to represent cash flow from       
operations as defined by generally accepted accounting principles and   
should not be used as an alternative to income from operations as an    
indicator of our operating performance or cash flow as a measure of our 
liquidity. We believe EBITDA is a meaningful measurement of our earnings
   because of the significance of non-cash charges contained in our net income
(loss). A reconciliation of net income (loss) to EBITDA follows:        

                                                        [Enlarge/Download Table]

                                         Predecessor                                Successor                     
                  --------------------------------------------------------  ------------------------              
                                                  Period from               Period from                Unaudited  
                                                   January 1,  Three Months December 20, Three Months  Pro Forma  
                      Year Ended December 31,       2002 to       Ended       2002 to       Ended      Year Ended 
                  ------------------------------- December 19,  March 31,   December 31,  March 31,   December 31,
                   1998    1999    2000    2001       2002         2002         2002         2003         2002    
                  ------- ------- ------- ------- ------------ ------------ ------------ ------------ ------------
                                       (in thousands)                                                             
                                                                                                                  
Net income                                                                                                        
 (loss).......... $   206 $ 6,376 $10,080 $13,963   $17,472      $(1,923)      $(869)      $(5,609)     $(3,363)  
Plus:                                                                                                             
  Interest                                                                                                        
   expense.......   9,662   8,958   9,492   7,550     4,841        1,248         643         5,038       19,962   
  Provision                                                                                                       
   (benefit) for                                                                                                  
   income                                                                                                         
   taxes.........   2,729   4,418   6,897  10,557    13,461       (1,495)       (541)       (3,874)      (2,264)  
  Depreciation                                                                                                    
   expense.......   2,762   3,466   4,643   6,491     8,339        1,883         277         2,355        8,616   
  Amortization                                                                                                    
   expense.......   3,783   3,873   4,036   4,957     1,906          475         703         5,810       23,281   
                  ------- ------- ------- -------   -------      -------       -----       -------      -------   
EBITDA........... $19,142 $27,091 $35,148 $43,518   $46,019      $   188       $ 213       $ 3,720      $46,232   
                  ======= ======= ======= =======   =======      =======       =====       =======      =======   

(3) For purposes of determining the ratio of earnings to fixed charges,         
earnings are defined as earnings before income taxes and extraordinary  
items, plus fixed charges. Fixed charges consist of interest expense,   
   amortization of debt issuance costs, accretion of preferred stock dividends
   and a portion of operating lease rental expense deemed to be representative
of the interest factor. The pro forma deficiency of earnings to fixed   
 charges was $5,095 for the period ended December 31, 2002. The deficiency
of earnings to fixed charges was $6,708 and $9,483 for the three month  
periods ended March 31, 2002 and 2003, respectively.                    

(4) Includes accrued interest.                                                  

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RISK FACTORS  

You should carefully consider the risk factors set forth below as well as 
the other information contained in this prospectus before making a decision to  
participate in the exchange offer. Any of the following risks could materially  
adversely affect our business, financial condition or results of operations.    
Additional risks and uncertainties not currently known to us or that we         
currently deem to be immaterial may also materially and adversely affect our    
business operations.  In such case, you may lose all or part of your original   
investment.                                                                     

Risks Associated with the Exchange Offer  

Because there is no public market for the notes, you may not be able to     
resell your notes.                                                          

The exchange notes will be registered under the Securities Act, but will  
constitute a new issue of securities with no established trading market and     
will be subject to risks relating to:                                           

.   the liquidity of any trading market that may develop;                   

.   the ability of holders to sell their exchange notes; or                 

  .   the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at higher   
or lower prices than their principal amount or purchase price, depending on     
many factors, including prevailing interest rates, the market for similar       
debentures and our financial performance.                                       

 We understand that the initial purchasers presently intend to make a market
in the notes. However, they are not obligated to do so, and any market-making   
activity with respect to the notes may be discontinued at any time without      
notice. In addition, any market-making activity will be subject to the limits   
imposed by the Securities Act and the Securities Exchange Act of 1934, and may  
be limited during the exchange offer or the pendency of an applicable shelf     
registration statement. An active trading market may not exist for the notes    
and any trading market that does develop may not be liquid.                     

In addition, any outstanding note holder who tenders in the exchange offer
for the purpose of participating in a distribution of the exchange notes may be 
deemed to have received restricted securities, and if so, will be required to   
comply with the registration and prospectus delivery requirements of the        
Securities Act in connection with any resale transaction. For a description of  
these requirements, see "The Exchange Offer."                                   

Risks Relating to the Notes 

Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our obligations under the notes.                 

As a result of the Transaction, we have a significant amount of           
indebtedness.  On March 31, 2003, we had total indebtedness of $199.8 million   
(of which $150.0 million consisted of the notes and $49.8 million consisted of  
senior debt).                                                                   

 Our substantial indebtedness could have important consequences to you.  For
example, it could:                                                              

.   make it more difficult for us to satisfy our obligations with respect to
the notes;                                                          

.   increase our vulnerability to general adverse economic and industry     
conditions;                                                         

.   require us to dedicate a substantial portion of our cash flow from      
operations to payments on our indebtedness, thereby reducing the    
availability of our cash flow to fund working capital, capital      
expenditures and other general corporate purposes;                  

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.   limit our flexibility in planning for, or reacting to, changes in our   
business and the industry in which we operate;                      

.   place us at a competitive disadvantage compared to our competitors that 
have less debt; and                                                 

.   limit our ability to borrow additional funds.                           

Despite current indebtedness levels, we may still be able to incur          
substantially more debt.  This could further exacerbate the risks described 
above.                                                                      

  We and our subsidiaries, if any, may be able to incur substantial additional
indebtedness in the future.  The terms of the indenture governing the notes do  
not fully prohibit us or our subsidiaries from doing so.  Our new senior credit 
facility permits additional borrowings of up to $30.0 million after completion  
of the Transaction and all of those borrowings would rank senior to the notes   
and any subsidiary guarantees.  If new debt is added to our current debt        
levels, the related risks that we now face could intensify.                     

To service our indebtedness, we will require a significant amount of cash,  
the availability of which depends on many factors beyond our control.       

  Our ability to make payments on and to refinance our indebtedness, including
the notes, and to fund planned capital expenditures depend on our ability to    
generate cash in the future.  This, to a certain extent, is subject to general  
economic, financial, competitive, legislative, regulatory and other factors     
that are beyond our control.                                                    

Our business may not generate sufficient cash flow from operations and    
future borrowings may not be available to us under our new senior credit        
facility in an amount sufficient to enable us to pay our indebtedness,          
including the notes, or to fund our other liquidity needs.  If our future cash  
flow from operations and other capital resources are insufficient to pay our    
obligations as they mature or to fund our liquidity needs, we may be forced to  
reduce or delay our business activities and capital expenditures, sell assets,  
obtain additional equity capital or restructure or refinance all or a portion   
of our debt, including the notes, on or before maturity.  We may not, however,  
be able to refinance any of our indebtedness, including our new senior credit   
facility and the notes, on satisfactory terms or at all.                        

The indenture for the notes, our new senior credit facility and the         
recapitalization agreement restrict our ability to engage in some business  
and financial transactions.                                                 

The indenture for the notes, among other things, will restrict our ability
and the ability of our restricted subsidiaries, if any, to, among other things: 

.   incur more debt;                                                        

.   pay dividends and make distributions;                                   

.   issue stock of subsidiaries;                                            

.   make investments;                                                       

.   repurchase stock;                                                       

.   create liens;                                                           

.   enter into transactions with affiliates;                                

.   enter into sale-leaseback transactions;                                 

.   merge or consolidate; and                                               

.   transfer and sell assets.                                               

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Our new senior credit facility also contains a number of covenants that:  

.   require us to meet specified financial ratios and financial tests;      

.   limit our capital expenditures;                                         

.   limit our ability to incur additional indebtedness and make investments;

.   restrict our ability to declare dividends;                              

.   restrict our ability to redeem and repurchase capital stock;            

.   limit our ability to incur additional liens; and                        

.   limit our ability to engage in sale-leaseback transactions.             

Our new senior credit facility also contains other covenants customary for
credit facilities of this nature.  Our ability to borrow under our new senior   
credit facility depends upon compliance with these covenants.  Events beyond    
our control could affect our ability to meet these covenants. We are currently  
in compliance with these covenants. For a more detailed description of these    
covenants, see "Description of Other Obligations" and "Description of the       
Notes--Certain Covenants."                                                      

 Our failure to comply with obligations under the indenture for the notes or
the new senior credit facility may result in an event of default under the      
indenture or the new senior credit facility.  A default, if not cured or        
waived, may permit acceleration of our other indebtedness.  We may not have     
funds available to remedy these defaults.  If our indebtedness is accelerated,  
we may not have sufficient funds available to pay the accelerated indebtedness  
and may not have the ability to refinance the accelerated indebtedness on terms 
favorable to us or at all.                                                      

  The recapitalization agreement and purchase agreement for the Class L common
stock contain covenants that limit our ability to, among other things: borrow   
money; pay dividends or purchase stock; increase compensation to executives,    
unless approved by the compensation committee of the board of directors; issue  
common stock or securities convertible into common stock for less than their    
fair market value; make investments or acquire businesses; dispose of material  
assets outside of the ordinary course of business; enter into certain           
transactions with affiliates; and change the type of business we conduct.       

Your right to receive payments on the notes is junior to our senior         
indebtedness and possibly all of our future borrowings.  Further, the       
guarantees of the notes, if any, will be junior to all of our guarantors'   
senior indebtedness and possibly to all their future borrowings.            

  The notes and the subsidiary guarantees, if any, will rank behind all of our
and our subsidiary guarantors' senior indebtedness (other than trade payables)  
and all of our and their future borrowings (other than trade payables), except  
any future indebtedness that expressly provides that it ranks equal with, or    
subordinated in right of payment to, the notes and the guarantees.  As a        
result, upon any distribution to our creditors or the creditors of our          
guarantors in a bankruptcy, liquidation or reorganization or similar proceeding 
relating to us or our guarantors or our or their property, the holders of our   
senior debt and our guarantors' senior debt will be entitled to be paid in full 
in cash before any payment may be made with respect to the notes or the         
subsidiary guarantees.                                                          

In the event of a bankruptcy, liquidation or reorganization or similar    
proceeding relating to us or our guarantors, holders of the notes will          
participate with trade creditors and all other holders of our and our           
guarantors' subordinated indebtedness in the assets remaining after we and our  
subsidiary guarantors have paid all of our senior debt.  However, because the   
indenture requires that amounts otherwise payable to holders of the notes in a  
bankruptcy or similar proceeding be paid to holders of senior debt instead,     
holders of the notes may receive less, ratably, than holders of trade payables  
in any such proceeding.  In any of these cases, we and our subsidiary           
guarantors may not have sufficient funds to pay all of our creditors and        
holders of notes may receive less, ratably, than the holders of our senior debt.

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 As of March 31, 2003, the notes and subsidiary guarantees were subordinated
to $49.8 million of senior debt and approximately $30.0 million would have been 
available for borrowing as additional senior debt under our new senior credit   
facility.  We will be permitted to borrow substantial additional indebtedness,  
including senior debt, in the future under the terms of the indenture.          

We may not have the ability to raise the funds necessary to finance the     
change of control offer required by the indenture.                          

Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes at 101% of the 
principal amount thereof plus accrued and unpaid interest and liquidated        
damages, if any, to the date of repurchase.  However, we may not have           
sufficient funds at the time of the change of control to make the required      
repurchase of notes or that restrictions in our new senior credit facility will 
not allow such repurchases.  In addition, certain important corporate events    
would not constitute a "Change of Control" under the indenture.  See            
"Description of the Notes--Change of Control Offer."                            

Federal and state statutes allow courts, under specific circumstances, to   
void guarantees and require note holders to return payments received from   
guarantors.                                                                 

Under the federal bankruptcy law and comparable provisions of state       
fraudulent transfer laws, a guarantee could be voided, or claims in respect of  
a guarantee could be subordinated to all other debts of that guarantor if,      
among other things, the guarantor, at the time it incurred the indebtedness     
evidenced by its guarantee:                                                     

.   received less than reasonably equivalent value or fair consideration for
the incurrence of such guarantee; and                               

     -- was insolvent or rendered insolvent by reason of such incurrence; or

   -- was engaged in a business or transaction for which the guarantor's
remaining assets constituted unreasonably small capital; or 

     -- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they matured.                  

In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor, or to a fund for the    
benefit of the creditors of the guarantor.                                      

The measures of insolvency for purposes of these fraudulent transfer laws 
will vary depending upon the law applied in any proceeding to determine whether 
a fraudulent transfer has occurred.  Generally, however, a guarantor would be   
considered insolvent if:                                                        

 .   the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets; or                    

.   the present fair saleable value of its assets was less than the amount  
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they became absolute and
mature; or                                                          

.   it could not pay its debts as they became due.                          

Risks Relating to our Business  

We may face increased labor costs due to inability to re-employ seasonal    
employees or obtain the H-2B visas necessary to hire foreign workers.       

The commercial landscape industry is labor intensive, and industry        
participants, including us, experience high turnover rates among hourly workers 
and competition for qualified supervisory personnel.  In addition, we, like     
many landscape service providers, a portion of whose work is in seasonal        
climates, employ a portion of our                                               

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field personnel for only part of the year.  This decreases our ability to       
maintain a stable, experienced work force in our seasonal markets.  We recruit  
each year to fill staffing needs, and selectively utilize H-2B visas to enable  
the use of foreign workers, who are an important source of our seasonal         
workforce in certain markets.  To the extent that we are unable to re-employ    
seasonal employees or obtain the H-2B visas necessary to hire foreign workers   
during annual peak employment periods, we will encounter increased recruiting,  
training and other employment costs.  If we are unable to recruit a sufficient  
number of hourly workers and qualified supervisory personnel in the future, we  
would be forced to limit our growth or reduce the scope of our operations.      

Our landscape maintenance customers may terminate our services at any time. 

 A significant portion of our landscape maintenance contracts are terminable
at will by either party on 30 days' notice.  Termination or non-renewal of a    
landscape maintenance contract occurs primarily because of turnover of property 
ownership or management or because a competitor bid the job at a lower price.   
Our customers may terminate their contracts or choose not to renew their        
contracts with us upon expiration.  Termination or non-renewal of landscape     
maintenance contracts by a significant number of our customers would have a     
material adverse effect on our business, financial condition and results of     
operations.                                                                     

We have grown rapidly over the last ten years and may not be able to        
identify, acquire or manage profitably additional businesses or to integrate
successfully any already acquired businessses.                              

We have grown rapidly over the last ten years and expect to continue      
expanding our operations in the future including through the selective          
acquisition of additional commercial landscape maintenance companies.  To       
manage the expansion of our operations and personnel, we must both improve our  
existing operational and financial systems, procedures and controls and         
implement new systems, procedures and controls.  We may not be able to          
identify, acquire or manage profitably additional businesses or to integrate    
successfully any acquired businesses without substantial costs, delays or other 
operational or financial problems.  Our growth may also require us to hire,     
train, retain, motivate and manage necessary personnel.  Our failure to manage  
our expansion effectively could have a material adverse effect on our business, 
results of operations and financial condition.                                  

The markets in which we compete are highly competitive and we may lose bids 
 for landscape contracts to large competitors that have greater resources than
we have or to small owner-operated companies that have lower overhead cost  
structures than we have.                                                    

The commercial landscape maintenance market is highly competitive and is  
served by numerous small, owner-operated companies operating in limited         
geographic areas.  We also compete with a few large public and private          
landscape service companies operating in multiple markets.  Some of these       
competitors have, and new competitors may have, substantially greater financial 
and other resources than we have.  In particular, TruGreen/LandCare, a division 
of The ServiceMaster Company, is a substantial competitor.  Because a           
significant portion of our commercial landscape business is competitively bid,  
price is an important competitive factor.  Some of our competitors may have     
lower overhead cost structures and could outbid us for landscape contracts by   
offering their services at a lower price than is profitable for us.             

Government regulation relating to the employment of immigrants, workplace   
 health and safety, the application of fertilizers, herbicides, pesticides and
other chemicals, noise and air pollution and water management could increase
our legal and regulatory expenses.                                          

We are subject to various federal, state and local laws and regulations   
relating to the employment of immigrants, workplace health and safety, the      
application of fertilizers, herbicides, pesticides and other chemicals, noise   
and air pollution from power equipment, and local regulations requiring         
improved water management techniques.  The regulatory environment in which we   
operate may change significantly in the future.  Our failure to comply with     
applicable laws and regulations could subject us to the loss of a portion of    
our field personnel, substantial fines or the loss of licenses which, in turn,  
would have a material adverse effect on our business, financial condition and   
results of operations.                                                          

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A substantial portion of our field personnel are immigrants and any changes 
to, or violations of, immigration laws could have a material adverse effect 
on us.                                                                      

 Immigrants comprise a significant portion of the workforce in the landscape
industry.  We selectively use a U.S. government program that provides H-2B      
temporary non-immigrant visas to foreign workers to help satisfy a portion of   
our need for seasonal labor in certain markets.  Any change to existing U.S.    
immigration policy that restricts the ability of foreign workers to obtain      
employment in the United States is likely to contribute to a shortage of        
available labor.  Immigration laws require us to confirm the legal status of    
our employees.  From time to time, we may unknowingly employ illegal            
immigrants.  As a significant employer of laborers, we are subject to periodic, 
random inspections, audits and searches by the Immigration and Naturalization   
Service (INS).  If the INS finds illegally employed workers, we could suffer    
fines, which could be substantial in amount, in addition to a loss of our       
workforce.  Any violation of immigration laws could have a material adverse     
affect on us.                                                                   

Due to the seasonality of business and variations in weather conditions, our
revenue and operating results may vary from quarter to quarter.             

  Commercial landscape maintenance, design/build and snow removal services are
subject to weather-related seasonal variations.  In our markets that do not     
have a year-round growing season, the demand for landscape maintenance and      
design/build services decreases significantly during winter months.  Our        
offering of snow removal services during the winter months in these markets     
does not fully compensate for the decrease in commercial landscape maintenance  
and design/build revenue we experience.  Accordingly, we may have lower revenue 
and operating results in the first and fourth quarters of each year.  Moreover, 
extended periods of inclement weather can have an adverse effect on our ability 
to initiate or complete landscape design/build projects, typically resulting in 
inefficient utilization of labor and duplication of work.  Similarly, our snow  
removal revenue is dependent in large part upon climatic conditions that are    
beyond our control and are difficult to predict.  Certain portions of our       
landscape maintenance revenue, in particular revenue generated by work orders,  
may be adversely affected by protracted periods of inclement weather.  As a     
result, extended periods of inclement weather may have a material adverse       
effect on our revenue and profitability.                                        

The loss of the services of any member of our senior management team could  
adversely affect our business.                                              

We depend on the services of our senior management team.  The loss or     
interruption of the continued full-time services of certain key personnel       
including Scott Brickman, our Chief Executive Officer, could have a material    
adverse effect on our business and we may not be able to find replacements with 
equivalent skills or experience at acceptable salaries.  The only employment    
contract we currently have is with Scott Brickman.                              

 Some of the equipment that our employees use is dangerous, and an increase in
accidents resulting from the use of equipment could negatively affect our   
results from operations and financial condition.                            

Many of the services that we provide pose the risk of serious personal    
injury to our employees.  Our employees regularly use dangerous equipment, such 
as lawn mowers, edgers and other power equipment.  As a result, there is a      
significant risk of work-related injury and workers' compensation claims.  To   
the extent that we experience a material increase in the frequency or severity  
of accidents or workers' compensation claims, or unfavorable developments on    
existing claims, our operating results and financial condition could be         
materially and adversely affected.                                              

Our results of operations from our design/build services are subject to     
cyclical fluctuations.                                                      

The landscape design/build business is cyclical and reflects the trends of
the commercial real estate construction and residential real estate             
construction industries.  Factors influencing the level of commercial real      
estate construction include interest rates, the availability of financing,      
inflation, local occupancy rates, demand for commercial space and general       
economic conditions, while factors influencing the level of activity in the     
residential real estate construction industry include interest rates, regional  
and national economic conditions and                                            

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residential real estate values.  As a result, the demand for our design/build   
services will be adversely affected by a decline in commercial or residential   
real estate construction activity in our markets.  In addition, on design/build 
projects for which there is inadequate project financing or cost overruns, we   
may have difficulty in obtaining payment for all or a portion of our services.  

 Our business is labor intensive and unionization or work stoppages would have
an adverse effect on us.                                                    

Most of our operations are non-union.  However, some or all of our field  
personnel may unionize in the future.  Due to the highly labor intensive and    
price competitive nature of the commercial landscape maintenance industry, the  
cost of unionization of our field personnel could be substantial.  Unionization 
would likely increase our wage scale, which in turn could adversely effect our  
profitability and ability to bid jobs competitively with smaller, non-unionized 
companies.  Union activity or a union workforce could increase the risk of a    
strike, which would adversely affect results of operations and relationships    
with our customers.                                                             

Difficulties with the implementation of our enterprise resource planning    
system may affect our financial performance.                                

 We have contracted with Oracle Corporation to assist us with the design and
implementation of a new enterprise resource planning system which will support  
our human resources, accounting, estimating, financial and job management and   
customer systems.  We are currently piloting this system.  The efficient        
execution of our business is dependent upon the proper functioning of our       
internal systems.  System failure or malfunction may result in disruptions of   
operations.  Our results of operations could be adversely effected if we        
encounter unforeseen problems with respect to the implementation or operation   
of this system.                                                                 

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FORWARD-LOOKING STATEMENTS  

We make "forward-looking statements" throughout this prospectus.  Whenever
you read a statement that is not simply a statement of historical fact (such as 
when we describe what we "believe," "expect" or "anticipate" will occur, and    
other similar statements), you must remember that our expectations may not be   
correct, even though we believe they are reasonable.  We do not guarantee that  
the transactions and events described in this prospectus will happen as         
described (or that they will happen at all).  You should read this prospectus   
completely and with the understanding that actual future results may be         
materially different from what we expect.  We will not update these             
forward-looking statements, even though our situation will change in the future.

  Whether actual results will conform with our expectations and predictions is
subject to a number of risks and uncertainties, including:                      

.   our high degree of leverage and significant debt service obligations;   

.   increased labor costs;                                                  

.   our ability to retain existing customers or obtain new customers;       

.   the successful integration of acquired companies;                       

.   the highly competitive nature of the landscape maintenance industry;    

.   future changes in government regulation;                                

.   changes to, or violations of, immigration laws;                         

.   quarterly variations in sales and profits;                              

.   any future changes in management; and                                   

.   general risks associated with the landscape maintenance industry.       

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THE TRANSACTION 

  In 1998, as a means of generating liquidity for some of our stockholders, we
sold a majority of our equity to a fund managed by CIVC Partners and to One     
Equity Partners.  Certain members of the Brickman family reinvested             
approximately $23 million in our equity securities, and CIVC and One Equity     
Partners each invested approximately $26 million in our equity securities  in   
the 1998 Transaction and subsequent financings. At the closing of the 1998      
Transaction, we also incurred approximately $103 million of debt.               

  On December 20, 2002, we entered into a series of transactions that resulted
in a newly formed holding company, Brickman Holdings, becoming the parent       
company of Brickman, with members of the Brickman family holding a majority of  
its voting capital stock and control of its board of directors.  In the         
Transaction:                                                                    

.   we repaid existing indebtedness of $94.6 million and raised additional  
debt financing of $200 million;                                     

.   Theodore W. Brickman, Jr., Scott Brickman and certain other members of  
  the Brickman family rolled over approximately $80 million, or 100%, of
     their then existing equity investments in Brickman into Brickman Holdings
  and purchased additional Brickman Holdings equity of approximately $11
million;                                                            

.   non-Brickman family management rolled over approximately $19 million, or
   approximately 84%, of their then existing equity investment in Brickman
    into Brickman Holdings and received cash in the amount of $4 million for
their remaining equity investment;                                  

.   CIVC and certain co-investors received cash in the amount of $84 million
  in exchange for a portion of their investment in Brickman, rolled over
    approximately $15 million of their then existing equity in Brickman into
   Brickman Holdings and a new CIVC fund and certain co-investors invested
approximately $69 million in Brickman Holdings; and                 

.   One Equity Partners and certain co-investors received cash in the amount
of $98 million in exchange for their investment in Brickman.        

After contributing the new equity investment to Brickman for additional   
common stock and contributing shares of Brickman preferred stock to the capital 
of Brickman for immediate cancellation, Holdings owns approximately $195        
million in new and existing equity of Brickman, which represents 100% of the    
equity of Brickman. Holdings is owned by members of the Brickman family, CIVC,  
management and certain other investors.  Theodore W. Brickman, Jr. and Scott    
Brickman own 9% and 22%, respectively, of the common stock of Holdings. No      
other member of the Brickman family owns more than 5% of the common stock of    
Holdings. Theodore W. Brickman, Jr., Scott W. Brickman and other members of the 
Brickman Family own 10%, 25% and 17%, respectively, of the voting common stock  
of Holdings, assuming conversion of all outstanding convertible securities of   
Holdings. The Transaction was accounted for as a business combination with a    
partial step up in Brickman's assets.  See the "Unaudited Pro Forma             
Consolidated Financial Information" included elsewhere in this prospectus.      

See "Certain Relationships and Related Transactions" for more information 
about the specific terms of the Transaction, including the terms of the         
recapitalization agreement, stockholders agreement and registration agreement   
implementing the Transaction.                                                   

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USE OF PROCEEDS 

 This exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. We will not receive any cash proceeds from   
the issuance of the exchange notes. In consideration for issuing the exchange   
notes contemplated in this prospectus, we will receive outstanding notes in     
like principal amount, the form and terms of which are the same as the form and 
terms of the exchange notes, except as otherwise described in this prospectus.  

We used the gross proceeds from the issuance of the notes of approximately
$150.0 million, together with the other financing transactions described        
herein, to consummate the Transaction and pay related fees and expenses.        

The following table sets forth the sources and uses in connection with the
Transaction (in millions):                                                      

                                                                [Download Table]

Sources                                             
                                                    
  New senior credit facility (1)............. $ 50.0
  11 3/4% Senior Subordinated Notes due 2009.  150.0
  Rollover of existing equity................  114.9
  New equity investment......................   80.1
                                              ------
    Total Sources............................ $395.0
                                              ======
Uses                                                
  Repurchase equity.......................... $186.1
  Rollover of existing equity................  114.9
  Repayment of existing net indebtedness (2).   85.4
  Estimated fees and expenses................    8.6
                                              ------
    Total Uses............................... $395.0
                                              ======

--------                                                                        
(1) Our new senior credit facility consists of a $30.0 million revolving credit 
facility and a funded $50.0 million term loan.                          
(2) Represents indebtedness of $94.6 million (including accrued interest) less  
Company cash used in the transaction.  Outstanding amounts under the    
facility bore interest at a variable rate, the weighted average of which
was 5.47% per annum as of December 19, 2002 and were due in 2005.  We   
terminated this credit facility upon repayment.                         

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CAPITALIZATION  

 The following table sets forth our unaudited capitalization as of March 31,
2003.  You should read this table in conjunction with our consolidated          
financial statements and the related notes included elsewhere in this           
prospectus.  See "Use of Proceeds," "Unaudited Pro Forma Consolidated Financial 
Information," "Selected Historical Financial and Other Data" and "Management's  
Discussion and Analysis of Financial Condition and Results of Operations."      

                                                                [Download Table]

                                                As of March 31, 2003 
                                               ----------------------
                                               (dollars in thousands)
                                                                     
Long-term debt (including current maturities):                       
   Capital lease and other debt obligations...       $     767       
   New senior credit facility (1).............          49,000       
                                                     ---------       
       Total senior debt......................          49,767       
   11 3/4% Senior subordinated notes due 2009.         150,000       
                                                     ---------       
       Total debt.............................         199,767       
                                                     ---------       
Shareholders' equity:                                                
   Common stock (2)...........................               6       
   Paid-in capital............................         194,994       
   Accumulated deficit........................          (6,478)      
   Continuing shareholder basis adjustment....        (191,000)      
                                                     ---------       
       Total shareholders' equity.............          (2,478)      
                                                     ---------       
       Total capitalization...................       $ 197,289       
                                                     =========       

--------                                                                        
(1) Our new senior credit facility consists of a funded $50.0 million term loan 
   and a $30.0 million revolving credit facility that was undrawn at March 31,
2003.                                                                   
(2) Common stock consists of Class A Voting Common Stock, Class A Non-Voting    
  Common Stock, Class B Voting Common Stock, Class B Non-Voting Common Stock
  and Class C Non-Voting Common Stock. See accompanying financial statements
for a description of our common stock.                                  

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS  

Our unaudited pro forma consolidated statement of operations for the year 
ended December 31, 2002 has been prepared from the consolidated financial       
statements that are presented elsewhere herein. The Pro Forma Consolidated      
Statement of Operations for the year ended December 31, 2002 give effect to the 
Transaction (which occurred on December 20, 2002) as if it occurred on January  
1, 2002. Specifically, adjustments were made to the predecessor statement of    
operations for the period from January 1, 2002 to December 19, 2002 for the     
following:                                                                      

.   our offering of $150 million of senior subordinated notes;              

.   our borrowing of $50 million under our new senior credit facility;      

.   the repayment of existing indebtedness and payments to certain existing 
shareholders; and                                                   

.   the exchange of all the common and certain preferred stock of the       
predecessor company as fully described in "The Transaction," which  
results in business combination accounting (as described below).    

These adjustments are more fully described in the notes to the pro forma  
consolidated financial information below.                                       

The full year pro forma information is derived as the sum of the pro forma
results for the predecessor period of 2002 and the actual results for the       
successor period of 2002.                                                       

The purpose of the Transaction was to generate some liquidity for our     
stockholders, enable the Brickman family to gain voting control of the          
Company's equity and recapitalize our existing indebtedness. The Transaction    
resulted in a new basis of accounting for Brickman as the Transaction was       
accounted for as a business combination, with consideration exclusive of        
borrowings recorded in shareholders' equity.  Pursuant to the Financial         
Accounting Standards Boards' Emerging Issues Task Force Issue No. 88-16, "Basis 
in Leveraged Buyout Transactions," Brickman's step up in accounting basis was   
limited as a result of the Transaction, since certain shareholders (Brickman    
family, CIVC and management) continue to hold an interest in Brickman through   
Holdings.  Such limitation is based upon the lesser of each continuing          
shareholder's interest in Brickman or the historical book value at the date of  
the Transaction.  The difference between the total consideration paid in        
connection with the Transaction and the accounting basis step up is reported as 
a separate component of shareholders' equity.                                   

The unaudited pro forma statement of operations should not be considered  
indicative of actual results that would have been achieved had the Transaction  
been completed as of the date indicated and do not purport to indicate the      
results of operations or cash flows as of any future date or any future period. 

The unaudited pro forma statement of operations should be read in         
conjunction with "Management's Discussion and Analysis of Financial Condition   
and Results of Operations" and our audited financial statements and the related 
notes included elsewhere herein.                                                

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS  
FOR THE YEAR ENDED DECEMBER 31, 2002  
(dollars in thousands)  

                                                        [Enlarge/Download Table]

                                        Predecessor                              Successor               
                                        ------------                            ------------             
                                        Period from                Period from  Period from              
                                         January 1,                 January 1,  December 20,             
                                          2002 to                    2002 to      2002 to     Year ended 
                                        December 19,               December 19, December 31, December 31,
                                            2002                       2002         2002         2002    
                                        ------------  Pro Forma    ------------ ------------ ------------
                                           Actual    Adjustments    Pro Forma      Actual     Pro Forma  
                                        ------------ -----------   ------------ ------------ ------------
                                                                                                         
Service revenues.......................   $283,222    $     --       $283,222     $ 8,735      $291,957  
Cost of services provided..............    190,746          --        190,746       6,623       197,369  
                                          --------    --------       --------     -------      --------  
   Gross profit........................     92,476          --         92,476       2,112        94,588  
General and administrative expenses....     54,796          --         54,796       2,176        56,972  
Amortization expenses..................      1,906      20,672(a)      22,578         703        23,281  
                                          --------    --------       --------     -------      --------  
   Income (loss) from operations.......     35,774     (20,672)        15,102        (767)       14,335  
Interest expense.......................      4,841     14,478 (b)      19,319         643        19,962  
                                          --------    --------       --------     -------      --------  
   Income (loss) before taxes..........     30,933     (35,150)        (4,217)     (1,410)       (5,627) 
Income tax provision (benefit).........     13,461     (15,184)(c)     (1,723)       (541)       (2,264) 
                                          --------    --------       --------     -------      --------  
   Net income (loss)...................     17,472     (19,966)        (2,494)       (869)       (3,363) 
Accretion of preferred stock dividends.     13,472     (13,472)(d)         --          --            --  
                                          --------    --------       --------     -------      --------  
   Net income (loss) related to common                                                                   
     stockholders......................   $  4,000    $ (6,494)      $ (2,494)    $  (869)     $ (3,363) 
                                          ========    ========       ========     =======      ========  

See accompanying notes to the unaudited pro forma consolidated financial  
information.  

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NOTES TO THE UNAUDITED PRO FORMA  
CONSOLIDATED STATEMENT OF OPERATIONS  
(dollars in thousands)  

(a) Additional amortization for identifiable intangible assets (customer base   
and contacts ($108,000), trademark ($13,000), and other identifiable    
   intangible assets ($480)). Estimated remaining useful lives range from 1 to
14 years.                                                               

(b) Reflects a net increase in our interest expense based on the following:     

.   The issuance of $150,000 of the 11 3/4% subordinated notes through this 
offering; and                                                       

.   Borrowings of $50,000 under our new senior credit facility six year term
   loan which bears interest at a floating rate (see "Description of Other
   Obligations"). For purposes of the pro forma, a rate of 4.42% was used,
representing LIBOR of 1.42% plus 3.00%.                             

 .   Reduction of interest expense related to repayment of predecessor company
loans.                                                              

  A movement in LIBOR of 0.125% would change estimated annual interest expense
by $62.                                                                         

(c) Reflects reversal of historical provision for income taxes and substitution 
 of income tax benefit at our combined state and federal statutory rate of
40.85%.                                                                 

(d) Represents elimination of historical accretion of dividends on mandatorily  
redeemable preferred stock which was redeemed or canceled in connection 
with the Transaction.                                                   

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA  

 The following table presents selected historical consolidated statements of
our operations, balance sheet and other data for the periods presented and      
should only be read in conjunction with our audited and unaudited consolidated  
financial statements and the related notes thereto, and "Management's           
Discussion and Analysis of Financial Condition and Results of Operations,"      
which are included elsewhere in this prospectus.                                

                                                        [Enlarge/Download Table]

                                                              Predecessor                                    Successor        
                                   ----------------------------------------------------------------  ------------------------ 
                                                                            Period from              Period from              
                                                                             January 1,  Thre Months December 20, Three Months
                                           Year Ended December 31,            2002 to       Ended      2002 to       Ended    
                                   ---------------------------------------  December 19,  March 31,  December 31,  March 31,  
                                      1998      1999      2000      2001        2002        2002         2002         2003    
                                   ---------  --------  --------  --------  ------------ ----------- ------------ ------------
                                                        (dollars in thousands)                                                
                                                                                                                              
Statement of Operations Data:                                                                                                 
   Service revenues............... $ 140,339  $177,903  $221,464  $255,441    $283,222     $47,645    $   8,735     $ 75,417  
   Cost of services provided......    96,824   120,654   153,250   172,867     190,746      37,057        6,623       59,577  
                                   ---------  --------  --------  --------    --------     -------    ---------     --------  
      Gross profit................    43,515    57,249    68,214    82,574      92,476      10,588        2,112       15,840  
   General and administrative                                                                                                 
    expenses......................    27,135    33,624    37,709    45,547      54,796      12,283        2,176       14,475  
   Amortization expense...........     3,783     3,873     4,036     4,957       1,906         475          703        5,810  
                                   ---------  --------  --------  --------    --------     -------    ---------     --------  
      Income (loss) from                                                                                                      
       operations.................    12,597    19,752    26,469    32,070      35,774      (2,170)        (767)      (4,445) 
   Interest (income) expense......     9,662     8,958     9,492     7,550       4,841       1,248          643        5,038  
                                   ---------  --------  --------  --------    --------     -------    ---------     --------  
      Income (loss) before                                                                                                    
       taxes......................     2,935    10,794    16,977    24,520      30,933      (3,418)      (1,410)      (9,483) 
   Income tax provision                                                                                                       
    (benefit).....................     2,729     4,418     6,897    10,557      13,461      (1,495)        (541)      (3,874) 
                                   ---------  --------  --------  --------    --------     -------    ---------     --------  
      Net income (loss)...........       206     6,376    10,080    13,963      17,472      (1,923)        (869)      (5,609) 
   Accretion of preferred stock                                                                                               
    dividends.....................     7,983     9,803    11,007    12,399      13,472       3,290           --           --  
                                   ---------  --------  --------  --------    --------     -------    ---------     --------  
      Net income (loss)                                                                                                       
       related to common                                                                                                      
       shareholders............... $  (7,777) $ (3,427) $   (927) $  1,564    $  4,000     $(5,213)   $    (869)      (5,609) 
                                   =========  ========  ========  ========    ========     =======    =========     ========  
Other Financial Data and                                                                                                      
 Ratios:                                                                                                                      
   EBITDA (1)..................... $  19,142  $ 27,091  $ 35,148  $ 43,518    $ 46,019     $   188    $     213     $  3,720  
   Cash provided by (used in):                                                                                                
      Operating activities........     9,719    14,221    17,379    28,053      35,822      12,372         (427)       5,485  
      Investing activities........  (178,195)   (8,177)  (22,058)  (27,028)    (13,429)     (7,741)    (273,438)      (3,646) 
      Financing activities........   168,476    (4,932)    3,740     2,449      (9,683)       (587)     280,146       (1,157) 
   Depreciation and                                                                                                           
    amortization..................     6,545     7,339     8,679    11,448      10,245       2,358          980        8,165  
   Capital expenditures...........     4,207     7,219     7,297    10,657      13,572       7,762          501        3,660  
   Ratio of total debt to income                                                                                              
    from operations...............       6.9x      5.0x      3.9x      3.3x        2.6x        N/A          N/A          N/A  
   Ratio of total debt to net                                                                                                 
    income........................     513.5x     15.6x     10.3x      7.5x        5.5x        N/A          N/A          N/A  
   Ratio of earnings to fixed                                                                                                 
    charges (3)...................        --       1.0x      1.3x      1.6x        1.9x         --          N/A           --  

Balance Sheet Data (at period end):                                                                                           
   Cash........................... $      --  $  1,112  $    173  $  3,647    $ 16,357                $   6,281     $  6,963  
   Working capital................    (3,515)      415     2,888     2,084       9,204                   12,140        8,994  
   Total assets...................   178,346   179,684   201,116   213,838     235,443                  238,097      242,243  
   Total debt (2).................   105,780    99,254   103,424   104,869      95,459                  201,478      204,712  
   Shareholders' equity                                                                                                       
    (deficit).....................   (21,868)  (25,188)  (25,895)  (24,105)    (20,124)                   3,131       (2,478) 

--------                                                                        
(1) EBITDA represents earnings before interest, taxes, depreciation and         
amortization.  EBITDA is not intended to represent cash flow from       
operations as defined by generally accepted accounting principles and   
should not be used as an alternative to income from operations as an    
indicator of our operating performance or cash flow as a measure of our 
liquidity. See footnote (2) on page 10.                                 
(2) Includes accrued interest.                                                  
(3) The deficiency of earnings to fixed charges was $2,374 for the year ended   
December 31, 1998, $6,708 for the three months ended March 31, 2002 and 
$9,483 for the three months ended March 31, 2003.                       

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS 

  The following discussion and analysis of the financial condition and results
of operations covers periods prior to the consummation of the Transaction. As   
part of the Transaction, we entered into the various financing arrangements     
described herein and, as a result, we now have a different capital structure.   
Accordingly, the results of operations for periods subsequent to the            
consummation of the Transaction will not necessarily be comparable to prior     
periods. This discussion and analysis should be read in conjunction with the    
"Selected Historical Financial and Other Data" and our audited and unaudited    
financial statements and related notes included elsewhere in this prospectus.   
Some of the statements set forth below and elsewhere in this prospectus include 
forward-looking statements that involve risks and uncertainties.                

Overview                                                                        

We are one of the largest providers of commercial landscape maintenance   
services in the United States. Since 1992, our revenue, income from operations, 
net income and EBITDA have grown at compound annual rates of 22%, 27%, 17% and  
26%, respectively.  For the period from January 1, 2002 through December 19,    
2002, we generated revenue, income from operations, net income and EBITDA of    
$283.2 million, $35.8 million, $17.5 million and $46.0 million respectively.    
For the period from December 20, 2002 through December 31, 2002 we generated    
revenue, loss from operations, net loss and EBITDA of $8.7 million, $(767,000), 
$(869,000) and $213,000 respectively. For the three months ended March 31,      
2003, we generated revenue, loss from operations, net loss and EBITDA of $75.4  
million, $(4.4) million, $(5.6) million and $3.7 million, respectively. See     
footnote 2 to "Summary Historical and Pro Forma Financial and Other Data" for a 
definition of EBITDA and a reconciliation of net income to EBITDA.              

  Revenue from landscape maintenance services accounted for 86% of our revenue
for the period from January 1, 2002 through December 19, 2002 and 45% of our    
revenue for the period from December 20, 2002 through December 31, 2002.  We    
develop partnerships with our customers and emphasize long-term relationships   
rather than one-time projects or small assignments.  Most of our maintenance    
contracts are on a fixed annual fee basis, with the remainder billed on a "per  
occurrence" basis. We have also averaged $0.55 of additional work order revenue 
for every $1.00 of our maintenance contract revenue over the past three fiscal  
years based on our operating data. Contracts are normally paid in eight to      
twelve equal monthly cash installments during the year.                         

Revenue from snow removal services accounted for 6% of our revenue for the
period from January 1, 2002 through December 19, 2002 and 47% of our revenue    
for the period from December 20, 2002 through December 31, 2002.  Our role as   
the customer's landscape maintenance provider positions us well to also provide 
them with snow removal service.  Snow removal services enable us to utilize our 
infrastructure in the winter months at limited incremental fixed costs.  We     
provide the majority of our snow removal services through subcontractors who    
provide additional equipment capacity (e.g., plow trucks).                      

Revenue from landscape/design services accounted for 8% of our revenue for
the period from January 1, 2002 through December 19, 2002 and 8% of our revenue 
for the period from December 20, 2002 through December 31, 2002.  Our           
design/build services enhance our technical capabilities and brand              
recognition.  Historically, a significant portion of design/build customers     
have become landscape maintenance customers upon project completion.            

We recognize contract revenue in proportion to delivery of services as    
follows: each month, we determine the actual labor, material, and subcontractor 
costs incurred on each contract and divide that amount by the total labor,      
material, and subcontractor costs estimated to be incurred to complete the      
contract. The resulting ratio is used to determine the total contract year to   
date revenue by multiplying the ratio by the total contract price. The          
difference between this contract year to date revenue and the revenue           
previously recognized on the contract is recognized as revenue in the month.    
Estimates of expected total labor, material and subcontractor costs are re-     

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evaluated monthly based on actual costs incurred to date and estimates of       
future costs. In the event estimated total contract costs exceed total contract 
price, the estimated loss on the contract is accrued in the period in which the 
loss is identified. The current asset, unbilled revenue and the current         
liability, deferred revenue result from differences between the timing of       
billings and the recognition of service revenues on uncompleted contracts.      
Because our work has seasonal peaks (e.g., mulch, flowers, and intensive mowing 
in the spring, and flowers and intensive mowing in the early fall), on calendar 
contracts, billings generally exceed revenue until March and then revenue       
exceeds billings until the completion of contracts at the end of the year.      

Cost of services includes both direct costs that are charged to specific  
projects (e.g., labor and materials) and indirect costs that are not charged to 
specific projects (e.g., overtime, debris disposal, small tools, depreciation   
and fuel) and are expensed as incurred.  A large component of our costs is      
variable, the largest of which are labor and materials.  Many of our contracts  
contain provisions allowing us to periodically adjust our pricing to reflect    
increases in these costs.                                                       

General and administrative expenses are comprised of salaries and related 
expenses, including benefits and bonuses for non-branch personnel.  Other       
general and administrative expenses include rent, office expenses, professional 
fees, insurance and depreciation of leaseholds, computer hardware, software     
licenses and office equipment.                                                  

In August 2001, we purchased certain assets and contracts of the landscape
division of Duke Realty Corporation, a publicly traded real estate investment   
trust, for an aggregate purchase price of $13.3 million.  As a result of the    
acquisition, we added approximately 600 customer properties in five states.  In 
June 2000, we purchased all of the outstanding stock of two landscape companies 
in Southern California for an aggregate purchase price of $15.0 million.  In    
accordance with the terms of the agreements, we paid contingent consideration   
of $3.3 million in 2001 in connection with these two acquisitions.  During      
1999, we purchased two small landscaping companies in existing markets for an   
aggregate purchase price of $1.1 million.                                       

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Results of Operations                                                           

The following table for the fiscal years ended December 31, 2000 and 2001,
the period from January 1, 2002 through December 19, 2002, the period from      
December 20, 2002 through December 31, 2002 and for the three month periods     
ended March 31, 2002 and 2003 depicts costs as a percentage of revenue.         

                                                        [Enlarge/Download Table]

                                            Predecessor                               Successor            
                              ------------------------------------------- ---------------------------------
                              Fiscal Year                                                                  
                                Ended         Period From    Three Months    Period From                   
                              December 31,  January 1, 2002     Ended     December 20, 2002  Three Months  
                              ------------      Through       March 31,        Through      Ended March 31,
                              2000   2001  December 19, 2002     2002     December 31, 2002      2002      
                              ----   ----  ----------------- ------------ ----------------- ---------------
                                                                                                           
Service revenues............. 100%   100%        100%            100%            100%             100%     
Cost of services.............  69%    68%         67%             78%             76%              79%     
                               ----  ----        ----           -----           -----            -----     
   Gross profit..............  31%    32%         33%             22%             24%              21%     
General and administrative                                                                                 
  expenses...................  17%    18%         19%             26%             25%              19%     
Amortization.................   2%     2%          1%              1%              8%               8%     
                               ----  ----        ----           -----           -----            -----     
   Income from                                                                                             
     operations..............  12%    13%         13%            (5)%            (9)%             (6)%     
Interest expense.............   4%     3%          2%              3%              7%               7%     
                               ----  ----        ----           -----           -----            -----     
   Income before taxes.......   8%    10%         11%            (7)%           (16)%            (13)%     
Provision for income taxes...   3%     4%          5%            (3)%            (6)%             (5)%     
                               ----  ----        ----           -----           -----            -----     
   Net income................   5%     5%          6%            (4)%           (10)%             (7)%     
Accretion of preferred stock                                                                               
  dividends..................   5%     5%          5%              7%              --               --     
                               ----  ----        ----           -----           -----            -----     
   Net income (loss) related                                                                               
     to common                                                                                             
     shareholders............   0%     1%          1%           (11)%           (10)%             (7)%     
                               ====  ====        ====           =====           =====            =====     

Three Months Ended March 31, 2002, as Compared to Three Months Ended March  
31, 2003                                                                    

Revenue.  Revenue for the three months ended March 31, 2003 increased by  
$27.8 million, or 58.3%, to $75.4 million from $47.6 million for the same       
period in 2002. The increase was driven by a $29.8 million increase in snow     
removal revenue offset by a $1.4 million decrease in landscape maintenance      
revenue and a $0.6 million decrease in design/build revenue. Snow removal       
revenue was the largest component, accounting for 53.2% of total revenue for    
the three months ended March 31, 2003. The increase in snow removal revenues    
was a result of greater snowfalls in many of the Company's seasonal markets in  
2003, combined with increased penetration of this service offering with         
existing and new maintenance customers. The declines in both maintenance and    
design/build revenues were the result of weather-related delays in commencing   
operations principally in the markets that experienced heavy snowfalls.         

Gross profit.  Gross profit for the three months ended March 31, 2003     
increased by $5.3 million, or 49.6%, to $15.8 million from $10.6 million for    
the same period in 2002. The increase in gross profit was the result of the     
additional snow volume described above. Gross margin decreased slightly from    
22.2% for the three months ended March 31, 2002 to 21.0% for the same period in 
2003. This decline was the result of a sharp increase in subcontractor costs    
related to the increased snow removal activity and the continuation of fixed    
landscaping costs (e.g., depreciation, vehicle insurance) despite the           
weather-related delay in landscaping activity.                                  

General and administrative expenses.  General and administrative expenses 
for the three months ended March 31, 2003 increased 17.8% to $14.5 million from 
$12.3 million for the same period in 2002. General and administrative expenses  
as a percentage of revenue decreased to 19.2% for the three months ended March  
31, 2003 from 25.8% for the three months ended March 31, 2002 This decline is   
the result of the large increase in revenue in the period, principally from     
snow removal activities, compared to the significantly smaller increase in      
general and administrative expenses.                                            

Amortization expense.  Amortization expense increased for the three months
ended March 31, 2003 by $5.3 million to $5.8 million from $0.5 million for the  
same period in 2002. Amortization of goodwill associated                        

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with the 1998 business combination was discontinued in 2002 with the adoption   
of Statement of Accounting Standards No. 142 "Goodwill and Other Intangible     
Assets". Amortization expense in 2003 relates to the customer contracts and     
relationships intangible asset established in connection with the Transaction.  
Customer contracts and relationships have an estimated useful life of 1 to 14   
years.                                                                          

  Loss from operations.  Loss from operations for the three months ended March
31, 2003 increased $2.2 million to $4.4 million from $2.2 million for the same  
period in 2002. Additional amortization expense described above was the         
principal reason for the increased loss.                                        

Interest expense.  Interest expense for the three months ended March 31,  
2003 increased $3.8 million to $5.0 million from $1.2 million for the same      
period in 2002. Average debt outstanding increased to $200.3 million from       
$104.0 million as a result of the Transaction. The weighted average rate of     
interest on the borrowings increased to 9.9% for the three months ended March   
31, 2003 from 6.0% for the same period in 2002 as a result of the Transaction.  

  Income taxes.  An income tax benefit was recorded for the three months ended
March 31, 2003 at an effective rate of 40.9%, the expected effective rate for   
the year ended December 31, 2003. This rate differs from the federal statutory  
rate of 35% primarily due to state taxes. Management expects the Company to     
generate taxable income for the year ended December 31, 2003 and therefore      
believes the recoverability of the benefit recorded is probable.                

  Net loss.  Net loss for the three months ended March 31, 2003 increased $3.7
million to $5.6 million from $1.9 million for the same period in 2002 for the   
reasons noted above.                                                            

Period from December 20, 2002 through December 31, 2002                     

  Revenue.  Revenue for the period from December 20, 2002 through December 31,
2002, $8.7 million, was 47% snow removal, 45% landscape maintenance, and 8%     
design/build. This differs from the historical breakdown of revenues since in   
the Company's seasonal markets grass and plants were dormant and there were     
snowfalls in several of the Company's markets during the period.                

Gross profit.  Gross profit for the period from December 20, 2002 through 
December 31, 2002 was $2.1 million representing 24.2% of revenue. Higher        
margins from snow removal operations were offset by indirect costs associated   
with Company holidays during the period.                                        

General and administrative expenses.  General and administrative expenses 
for the period from December 20, 2002 through December 31, 2002 were $2.2       
million representing 24.9% of revenue. This differs from the historical         
percentage since most of the administrative costs are fixed and December is a   
seasonally lower revenue month.                                                 

Amortization.  Amortization for the period from December 20, 2002 through 
December 31, 2002 was $703. Amortization results principally from the           
amortization of the customer contracts and relationships intangible asset       
established in connection with the Transaction which has a useful life of 14    
years.                                                                          

  Loss from operations.  The loss from operations for the period from December
20, 2002 through December 31, 2002 was $0.8 million and resulted from the       
seasonality of the business noted above.                                        

Interest expense.  Interest expense was $0.6 million for the period from  
December 20, 2002 through December 31, 2002. Principal debt obligations         
outstanding during the period were the Senior subordinated notes and the Senior 
bank facility.                                                                  

Income taxes.  An income tax benefit was recorded for the period from     
December 20, 2002 through December 31, 2002 at an effective rate of 38.4%. This 
rate differs from the federal statutory rate of 35%                             

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primarily due to state income taxes. The Company will file a consolidated       
federal income tax return with Holdings for the year ended December 31, 2002    
which will include the results of the predecessor company for the period from   
January 1, 2002 through December 19, 2002. Since this return will reflect       
taxable income for the year ended December 31, 2002, the realizability of the   
benefit recorded for the period from December 20, 2002 through December 31,     
2002 is highly probable.                                                        

Net loss.  The net loss for the period from December 20, 2002 through     
December 31, 2002 was $0.9 million and resulted from the seasonality of the     
business noted above.                                                           

Period from January 1, 2002 through December 19, 2002 Compared to the Year  
Ended December 31, 2001                                                     

Revenue.  Revenue increased by $27.8 million, or 10.9% from $255.4 million
for the year ended December 31, 2001 to $283.2 million for the period from      
January 1, 2002 through December 19, 2002. This increase was driven by a $34.2  
million, or 29.1%, increase in landscape maintenance revenue and a $1.5         
million, or 9.2% increase in snow removal revenue, offset by an $8.0 million,   
or 27.2%, decrease in design/build revenue. Landscape maintenance revenue was   
the largest component, accounting for 86% of total revenue for the period from  
January 1, 2002 through December 19, 2002. The inclusion of revenue from the    
Duke transaction consummated in August of 2001 for virtually a full year        
accounted for approximately two-thirds of the increase in landscape maintenance 
revenues, while continued addition of new maintenance contracts made up the     
balance. Revenue from snow removal increased by less in percentage terms than   
the increase in maintenance revenue because of lower than normal snowfall       
levels in many of our markets. Design/build revenue decreased due to a decline  
in demand for landscaping projects and the impact of water restrictions on      
installation operations in Denver.                                              

Gross profit.  Gross profit increased by $9.9 million, or 12.0% from $82.6
million for the year ended December 31, 2001 to $92.5 million for the period    
from January 1, 2002 through December 19, 2002. Gross margin increased from     
32.3% for the year ended December 31, 2001 to 32.7% for the period from January 
1, 2002 through December 19, 2002. Gross profit in the 2002 period increased as 
a result of the increase in volume discussed above. Gross margin increased as a 
result of improvements in design/build margins, offset by an increase in        
indirect job costs. The increase in design/build margins was driven by a        
strategic shift from lower margin commercial installations to higher margin     
high-end residential projects. The increase in indirect job costs was due in    
part to a sharp increase in the cost of vehicle insurance as insurance markets  
generally tightened.                                                            

General and administrative expenses.  General and administrative expenses 
increased $9.2 million, or 20.3%, from $45.5 million to for the year ended      
December 31, 2001 to $54.8 million for the period from January 1, 2002 through  
December 19, 2002. General and administrative costs increased as a percentage   
of revenue from 17.8% to 19.3%. The principal causes of the increases was the   
investment in administrative infrastructure required to support our regional    
expansion from 14 operating regions to 19 operating regions and the expenses    
associated with the implementation of a new enterprise resource planning system.

Amortization.  Amortization decreased $3.1 million from $5.0 million from 
the year ended December 31, 2001 to $1.9 million for the period from January 1, 
2002 through December 19, 2002 principally as a result of the adoption of       
Statement of Financial Accounting Standards No. 142, "Goodwill and Other        
Intangible Assets." As a result of the adoption of this pronouncement, we       
discontinued the amortization of goodwill.                                      

Income from operations.  Income from operations increased by $3.7 million,
or 11.5%, from $32.0 million for the year ended December 31, 2001 to $35.8      
million for the period from January 1, 2002 through December 19, 2002,          
remaining 12.6% of revenue, as a result of the reasons noted above.             

Interest expense.  Interest expense decreased by $2.7 million, or 35.9%,  
from $7.6 million for the year ended December 31, 2001 to $4.8 million for the  
period from January 1, 2002 through December 19, 2002 primarily due to lower    
interest rates.                                                                 

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Income taxes.  Income taxes were accrued at an effective rate of 43.1% and
43.5% for the year ended December 31, 2001 and for the period from January 1,   
2002 through December 19, 2002, respectively. These rates differ from the       
federal statutory rate of 35% due primarily to state income taxes. Of the $13.5 
million tax provision for the period from January 1, 2002 through December 19,  
2002, $5.1 million was for net deferred taxes. The largest contributor to the   
deferred tax is the amortization of deductible goodwill for tax purposes. The   
deductible goodwill was generated principally in connection with the 1998       
Transaction and is deductible over 15 years. For financial reporting purposes,  
the goodwill is not being amortized.                                            

Net income.  Net income increased by $3.5 million, or 25.1% from $14.0    
million for the year ended December 31, 2001 to $17.5 million for the period    
from January 1, 2002 through December 19, 2002 as a result of the reasons noted 
above.                                                                          

Year Ended December 31, 2001, as Compared to Year Ended December 31, 2000   

 Revenue.  Revenue increased by $33.9 million, or 15.3%, from $221.5 million
in 2000 to $255.4 million in 2001.  This increase was driven by a $37.5 million 
increase in landscape maintenance revenue, a $2.3 million increase in           
design/build revenue, offset by a $5.9 million decrease in snow removal         
revenue. Landscape maintenance revenue was the largest component, accounting    
for 82% of total 2001 revenue.  The inclusion of revenue from the acquisitions  
consummated in June of 2000 for a full year and revenues from the Duke          
transaction consummated in August of 2001 each added approximately $7 million   
in landscape maintenance revenues. Strong 2001 maintenance contract revenue     
renewals of approximately 89% of revenue generated in the previous year and     
strong additions in the number of customer properties we serve made up the      
balance of the growth. Revenue from snow removal decreased due to less than     
normal snow fall levels in many of our seasonal markets.  Design/build revenue  
increased primarily due to the full year impact of design/build revenue from an 
acquired business offset by declines of design/build revenue in certain other   
markets.                                                                        

  Gross profit.  Gross profit increased by $14.4 million, or 21.1%, from $68.2
million in 2000 to $82.6 million in 2001.  Gross margin increased from 30.8% in 
2000 to 32.3% in 2001.  Gross profit in 2001 increased as a result of the       
increase in volume discussed above.  Gross margin increased as a result of a    
shift away from lower margin design/build services, offset by a general         
increase in fuel prices, a sharp increase in the market price of insurance and  
increased depreciation of trucks, trailers and equipment driven in part by      
standardizing fleets acquired in 2000 and 2001.                                 

General and administrative expenses.  General and administrative expenses 
increased by $7.8 million, or 20.8%, from $37.7 million in 2000 to $45.5        
million in 2001.  General and administrative expenses increased as a percentage 
of revenue from 17.0% in 2000 to 17.8% in 2001 primarily as a result of an      
increase in salaries and benefits, rent and costs associated with the           
assimilation of the acquisitions made in 2000 and 2001.                         

Income from operations.  Income from operations increased by $5.6 million,
or 21.1%, from $26.5 million in 2000 to $32.1 million in 2001 as a result of    
the reasons noted above.  Income from operations increased as a percentage of   
revenue from 12.0% in 2000 to 12.6% in 2001 principally because of the increase 
in gross profit.                                                                

Interest expense.  Interest expense decreased by $1.9 million, or 20.5%,  
from $9.5 million in 2000 to $7.6 million in 2001 primarily because of lower    
interest rates.                                                                 

Income taxes.  Income taxes were accrued at an effective rate of 40.6% and
43.1% at December 31, 2000 and 2001, respectively.  These rates differ from the 
federal statutory rate of 35% primarily due to state income taxes.  Of the      
$10.6 million tax provision, $3.2 million was for net deferred taxes.  The      
largest contributor to the deferred tax is the shorter amortization period of   
deductible goodwill.  The deductible goodwill was generated principally in      
connection with the 1998 Transaction and is deductible over 15 years.           

Net income.  Net income increased by $3.9 million in 2001, or 38.5%, from 
$10.1 million in 2000 to $14.0 million in 2001 as a result of the reasons noted 
above.                                                                          

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Liquidity and Capital Resources                                                 

 We have historically used internal cash flow from operations and borrowings
under our existing credit facility to fund our operations, capital expenditures 
and working capital requirements.  For the years ended December 31, 2000 and    
2001, the period from January 1, 2002 to December 19, 2002, the period from     
December 20, 2002 to December 31, 2002 and for the three month periods ended    
March 31, 2002 and 2003, cash provided by (used for) operating activities was   
$17.4 million, $28.1 million, $35.8 million, $(0.4) million, $12.4 million and  
$5.5 million, respectively. Our cash flow from operations is positive despite   
our net loss due to high levels of non-cash items including depreciation,       
amortization and deferred taxes.                                                

Our capital expenditure requirements are primarily comprised of landscape 
equipment, trucks and trailers.  Our capital expenditures were $7.3 million,    
$10.7 million, $13.6 million, $0.5 million, $7.8 million and $3.7 million, for  
the years ended December 31, 2000, 2001, the period from January 1, 2002 to     
December 19, 2002, the period from December 20, 2002 to December 31, 2002 and   
for the three month periods ended March 31, 2002 and 2003, respectively.        
Included in capital expenditures for the period from January 1, 2002 to         
December 19, 2002 were $1.9 million for our new enterprise resource planning    
system. More efficient delivery processes with key equipment vendors account    
for the reduction in the three month period ended March 31, 2003.               

In 2000, net cash provided by financing activities was $3.7 million,      
including debt repayment of $11.4 million offset by $15.0 million borrowed for  
financing acquisitions.  In 2001, net cash provided by financing activities was 
$2.4 million, including debt repayment of $14.5 million offset by $16.6 million 
borrowed for financing acquisitions.  Net cash used for financing activities    
for the period from January 1, 2002 to December 19, 2002 consisted of $9.6      
million in net debt repayments. Cash provided by financing activities for the   
period from December 20, 2002 to December 31, 2002 consisted of $200 million of 
debt financing and $80.1 million of proceeds from the issuance of common stock, 
both in connection with the Transaction. In the first quarter of 2002, net cash 
used in financing activities was $0.6 million, including debt payment of $1.6   
million offset by $1.0 million borrowed under a capital lease for software      
licenses. In the first quarter of 2003, net cash used in financing activities   
was $1.2 million, consisting principally of debt repayment.                     

As of March 31, 2003, we had nothing outstanding on our revolving credit  
facility and our senior bank facility was fixed on 90-day and 180-day LIBOR     
contracts expiring in March and June with rates of 4.4%.                        

As a result of the Transaction, we have a significant amount of           
indebtedness.  On March 31, 2003, we had total indebtedness of $199.8 million   
(of which $150.0 million consisted of the notes and $49.8 million consisted of  
senior debt).                                                                   

 Our substantial indebtedness could have important consequences to you.  For
example, it could:                                                              

.   make it more difficult for us to satisfy our obligations with respect to
the notes;                                                          

.   increase our vulnerability to general adverse economic and industry     
conditions;                                                         

.   require us to dedicate a substantial portion of our cash flow from      
operations to payments on our indebtedness, thereby reducing the    
availability of our cash flow to fund working capital, capital      
expenditures and other general corporate purposes;                  

.   limit our flexibility in planning for, or reacting to, changes in our   
business and the industry in which we operate;                      

.   place us at a competitive disadvantage compared to our competitors that 
have less debt; and                                                 

.   limit our ability to borrow additional funds.                           

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Our contractual obligations as of December 31, 2002 are summarized in the 
table below:                                                                    

                                                        [Enlarge/Download Table]

                                                       Payments Due by Period                    
                                   --------------------------------------------------------------
                                                                                 2008 &          
                                     2003     2004     2005     2006     2007    After    Total  
                                   -------- -------- -------- -------- -------- -------- --------
                                                       (dollars in thousands)                    
                                                                                                 
Long term debt....................   $5,304   $5,335   $8,263  $10,000  $10,000 $162,000 $200,902
Operating leases..................    3,102    1,579      947      519      248       93    6,488
                                   -------- -------- -------- -------- -------- -------- --------
Total contractual cash obligations   $8,406   $6,914   $9,210  $10,519  $10,248 $162,093 $207,390
                                   ======== ======== ======== ======== ======== ======== ========

We believe that our internal cash flows and borrowings under the revolving
portion of our credit facility will provide us with sufficient liquidity and    
capital resources to meet our current and future financial obligations for the  
next twelve months, including funding our operations, debt service and capital  
expenditures. Our future operating performance will be subject to future        
economic conditions and to financial, business and other factors, many of which 
are beyond our control.  If our future cash flow from operations and other      
capital resources are insufficient to pay our obligations as they mature or to  
fund our liquidity needs, we may be forced to reduce or delay our business      
activities and capital expenditures, sell assets, obtain additional debt or     
equity capital or restructure or refinance all or a portion of our debt,        
including the notes, on or before maturity.  We cannot assure you that we would 
be able to accomplish any of these alternatives on a timely basis or on         
satisfactory terms, if at all. In addition, the terms of our existing and       
future indebtedness, including the notes and our senior credit facility, may    
limit our ability to pursue any of these alternatives.                          

Seasonality                                                                     

Our landscape business is seasonal.  For the twelve months ended December 
31, 2001, first quarter 2001 service revenue represented 17.7% of total service 
revenue for the period while second quarter 2001 represented 31.8%, third       
quarter 2001 represented 27.7% and fourth quarter 2001 represented 21.2%.  For  
the twelve months ended December 31, 2002, first quarter 2002 service revenue   
represented 16.3% of total service revenue for the period while second quarter  
2002 represented 31.7%, third quarter 2002 represented 27.2% and fourth quarter 
2002 represented 24.8%.  These percentages are consistent over time with minor  
variations related to weather conditions. Losses generally occur in the first   
quarter since in most markets there is very little landscape revenue to be      
recognized, but fixed overheads (e.g., management and supervisory salaries and  
benefits, rent, depreciation) continue.                                         

Effect of Inflation                                                             

Inflation has generally not been a material factor affecting our business.
Our general operating expenses, such as wages and salaries, employee benefits   
and materials and facilities costs, are subject to normal inflationary          
pressures.                                                                      

Recent Accounting Pronouncements                                                

Statement of Financial Accounting Standards No. 145, "Rescission of FASB  
Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and          
Technical Corrections as of April 2002" ("FAS No. 145"), among other things,    
rescinds various pronouncements regarding early extinguishment of debt. It      
allows extraordinary accounting treatment for early extinguishment of debt only 
when the provisions of Accounting Principals Board Opinion No. 30, "Reporting   
the Results of Operations--Reporting the Effects of Disposal of a Segment of a  
Business, and Extraordinary, Unusual and Infrequently Occurring Events and      
Transactions", are met. FAS No. 145 provisions regarding early extinguishment   
of debt are generally effective for fiscal years beginning after May 15, 2002.  
The Company adopted this statement effective January 1, 2003. The adoption of   
FAS No. 145 did not have a material impact on the Company's financial position, 
results of operations, or cash flows.                                           

Statement of Financial Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("FAS No. 146") addresses          
financial accounting and reporting for costs associated with exit or disposal   

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activities and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability 
Recognition for Certain Employee Termination Benefits and Other costs to Exit   
an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF       
94-3"). FAS No. 146 requires that a liability for a cost associated with an     
exit or disposal activity be recognized when the liability is incurred. Under   
EITF 94-3, a liability for an exit cost was recognized at the date of           
commitment to an exit or disposal plan. FAS No. 146 also establishes that fair  
value is to be used for initial measurement of the liability. The Company must  
adopt FAS No. 146 for all exit or disposal activities that are initiated after  
December 31, 2002. Management does not believe that adopting this pronouncement 
will have a material impact on The Company's results of operations, financial   
position or cash flows.                                                         

Statement of Financial Accounting Standards No. 148, "Accounting for      
Stock-Based Compensation--Transaction and Disclosure an amendment of FASB       
Statement No. 123", ("FAS No. 148") amends FAS No. 123 to provide alternative   
methods of transition for an entity that voluntarily changes to the fair value  
based method of accounting for stock-based employee compensation. The Company   
has elected to continue to account for stock-based compensation in accordance   
with APB No. 25. FAS No. 148 also amends the disclosure provisions of FAS No.   
123 to require prominent disclosure about the effects of an entity's accounting 
policy decisions with respect to stock-based employee compensation on reported  
net income. It also amends APB Opinion No. 28, "Interim Financial Reporting",   
to require disclosure about those effects in interim financial information.     
FAS No. 148 must be adopted for fiscal years beginning after December 15, 2003. 
When adopted, the amounts disclosed could be material to the Company's reported 
net income.                                                                     

Financial Accounting Standards Board Interpretation No. 45, "Guarantor's  
Accounting and Disclosure Requirements for Guarantees, Including Indirect       
Guarantees of Indebtedness of Others", ("FIN 45"), details the disclosures to   
be made by a guarantor about its obligations under certain guarantees that it   
has issued. It also clarifies that a guarantor is required to recognize, at the 
inception of a guarantee, a liability for the fair value of the obligation      
undertaken in issuing the guarantee. The Company has issued no guarantees, and  
therefore, the adoption of FIN 45 has not had a material impact on the          
Company's financial position, results of operations, or cash flows.             

Financial Accounting Standards Board Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46") clarifies the application of          
Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to    
certain entities in which equity investors do not have the characteristics of a 
controlling financial interest or do not have sufficient equity at risk for the 
entity to finance its activities without additional subordinated financial      
support from other parties. The Company continues to evaluate the impact of FIN 
46 on its financial position, results of operations, and cash flows.            

  Statement of Financial Accounting Standards No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity",     
("FAS 150") establishes standards for how an issuer classifies and measures in  
its statement of financial position certain financial instruments with          
characteristics of both liabilities and equity. It requires that an issuer      
classify a financial instrument that is within its scope as a liability (or an  
asset in some circumstances) because that financial instrument embodies an      
obligation of the issuer. FAS 150 is effective for financial instruments        
entered into or modified after May 31, 2003 and shall be effective at the       
beginning of the first interim period beginning after June 15, 2003. Management 
will continue to evaluate the provisions of FAS 150, however, the adoption of   
this pronouncement is not expected to have a material effect on the Company's   
financial position.                                                             

Critical Accounting Policies                                                    

Certain of our accounting policies as discussed below require the         
application of significant judgment by management in selecting the appropriate  
estimates and assumptions for calculating amounts to record in our financial    
statements. Actual results could differ from those estimates and assumptions,   
impacting the reported results of operations and financial position of the      
Company.  The Company's significant accounting policies are more fully          
described in the notes to the financial statements.  Certain accounting         
policies however are considered to be critical in that they are most important  
to the depiction of the Company's financial condition and results of operations 
and their application requires management's most subjective judgment in making  
estimates about the effect of matters that are inherently uncertain.            

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Goodwill:  Goodwill represents the excess of the purchase price of the    
acquired businesses over the estimated fair value of the net tangible and       
identifiable intangible assets acquired and was being amortized on a straight   
line basis over its estimated useful life of 40 years until the adoption of     
Statement of Financial Accounting Standards No. 142, "Goodwill and Other        
Intangible Assets," ("SFAS No. 142") which prohibited the amortization of       
goodwill as described in Note 7 of the accompaning Financial Statements.        

Goodwill is evaluated for potential impairment on an annual basis or      
whenever events or circumstances indicate that an impairment may have occurred. 
SFAS No. 142 requires that goodwill be tested for impairment using a two-step   
process. The first step of the goodwill impairment test, used to identify       
potential impairment, compares the estimated fair value of the reporting unit   
containing goodwill with the related carrying amount. If the estimated fair     
value of the reporting unit exceeds its carrying amount, the reporting unit's   
goodwill is not considered to be impaired and the second step of the impairment 
test is unnecessary. If the reporting unit's carrying amount exceeds its        
estimated fair value, the second step test must be performed to measure the     
amount of the goodwill impairment loss, if any. The second step test compares   
the implied fair value of the reporting unit's goodwill, determined in the same 
manner as the amount of goodwill recognized in a business combination, with the 
carrying amount of such goodwill. If the carrying amount of the reporting       
unit's goodwill exceeds the implied fair value of that goodwill, an impairment  
loss is recognized in an amount equal to that excess.                           

Impairment of Long-Lived Assets:  We periodically evaluate the            
recoverability of the carrying amount of our long-lived assets, including       
property and equipment and amortizable intangible assets, whenever events or    
changes in circumstances indicate that the carrying amount of an asset may not  
be fully recoverable. Impairment is assessed when the undiscounted expected     
cash flows derived from an asset are less than its carrying amount. Impairment  
losses are measured as the amount by which the carrying value of an asset       
exceeds its fair value and are recognized in operating results. Judgment is     
used when applying these impairment rules to determine the timing of the        
impairment test, the undiscounted cash flows used to assess impairments and the 
fair value of an impaired asset. The dynamic economic environment in which we   
operate and the resulting assumptions used to estimate future cash flows impact 
the outcome of the impairment tests.                                            

 Service Revenue:   We perform landscape maintenance, landscape construction
and enhancement, and snow removal services. Revenue is recognized based upon    
the service provided and the contract terms.                                    

Landscape maintenance:                                                

Landscape maintenance services are generally provided under annual  
 contracts. Revenue for these services is recognized as follows: each month,
  we determine the actual labor, material, and subcontractor costs incurred on
each contract and divide that amount by the total labor, material, and    
subcontractor costs estimated to be incurred to complete the contract. The
  resulting ratio is used to determine the total contract year to date revenue
  by multiplying the ratio by the total contract price. The difference between
 this contract year to date revenue and the revenue previously recognized on
the contract is recognized as revenue in the month. Estimates of expected 
total labor, materials and subcontractor costs are re-evaluated monthly   
 based on actual costs incurred to date as estimates of future costs. In the
event estimated total contract costs exceed total contract price, the     
  estimated loss on the contract is accrued in the period in which the loss is
identified.                                                               

Landscape construction and enhancement:                               

  Landscape construction and enhancement services are generally provided
under contracts of less than one year. Revenue for these services is      
recognized in proportion to the delivery of related services as follows:  
  each month, we determine the actual labor, material, and subcontractor costs
incurred on each contract and divide that amount by the total labor,      
material, and subcontractor costs estimated to be incurred to complete the
contract. The resulting ratio is used to determine the total contract year
to date revenue by multiplying the ratio by the total contract price. The 
difference between this contract year to date revenue and the revenue     
  previously recognized on the contract is recognized as revenue in the month.
Estimates of expected total labor, materials and subcontractor costs are  
  re-evaluated monthly based on actual costs incurred to date and estimates of
future costs. In the event estimated total contract costs exceed total    
 contract price, the estimated loss on the contract is accrued in the period
in which the loss is identified.                                          

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Snow Removal:                                                         

Snow removal services are generally provided under time and material
contracts. Revenue for these services is recognized in the period in which
the services are performed.                                               

    The current asset, unbilled revenue, and the current liability, deferred
revenue, result from differences between the timing of billings and the   
recognition of service revenues on uncompleted contracts.                 

Risk Management:  We carry general liability, vehicle collision and       
liability, workers compensation, professional liability, directors and officers 
liability, and employee health care insurance policies as well as umbrella      
liability insurance to cover claims over the liability limits contained in the  
primary policies.                                                               

Our insurance programs for workers compensation and employee health care  
contain self-insured retention amounts. Claims in excess of the self-insured    
retention amounts are fully insured. Our accrual for unpaid and incurred but    
not reported claims under these programs at December 31, 2002 was $2,800 and is 
included in accrued expenses in the accompanying Consolidated Balance Sheet.    
While the ultimate amount of these claims is dependent on future developments,  
in management's opinion, recorded accruals are adequate to cover these claims.  

Our market risk sensitive instruments do not subject us to material market
risk exposures, except for the risks related to interest rate fluctuations. As  
of March 31, 2003, we had debt outstanding with a carrying value of $199.8      
which approximates fair value.                                                  

Fixed interest debt outstanding as of March 31, 2003, which excludes      
borrowings under our Senior bank facility, was $150,000 and carried an average  
interest rate of 11.75%. This amount, representing our Senior subordinated      
notes, is due in 2009. The Senior subordinated notes are generally not          
redeemable prior to December 15, 2006 and then may be redeemed as follows:      

                                                                [Download Table]

                        Redemption 
                         Price as  
                        percentage 
Beginning December 15: of principal
---------------------- ------------
                                   
 2006.................   105.875%  
 2007.................   102.938%  
 2008 and thereafter..   100.000%  

The amount outstanding under the Senior bank facility as of March 31, 2003
was $49,000. Interest rates on the Senior bank facility are set at 1.75% over   
the prevailing prime rate of interest or are established for periods of up to   
six months at 3.00% over LIBOR. These rates are subject to the Company          
maintaining its senior credit ratings with Standard & Poor's (BB-) and Moody's  
(Ba3). The borrowing under the Senior bank facility at                          
March 31, 2003 is on a LIBOR contract maturing in June and carries an interest  
rate of 4.4%.                                                                   

Our total annual interest expense, assuming interest rates in effect as of
December 31, 2002, would be approximately $19.8 million. A 10% increase in      
interest rates would increase total annual interest expense by approximately    
$220, and decrease net income (loss) and cash flow by approximately $131.       

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BUSINESS  

Company Overview                                                                

We are one of the largest providers of commercial landscape maintenance   
services in the United States, servicing over 8,000 commercial properties in 23 
states.  We were founded in 1939 and have been continually managed by members   
of the Brickman family.  We provide our landscape maintenance services,         
including lawn care, flower bed planting and care, tree and shrub pruning, leaf 
removal, weed and pest control, irrigation maintenance, fertilization and       
mulching, to a diverse set of customers pursuant to maintenance contracts.  The 
vast majority of our customers use our services at more than one property and   
include regional and national property owners and managers of office parks,     
hotels, corporate facilities, retail centers, schools and universities,         
hospitals, professionally-managed residential properties and municipal          
facilities.  We also provide snow removal services to our landscape maintenance 
customers in order to fulfill their needs and to leverage our infrastructure    
during the winter months.  In addition, we provide our customers with landscape 
design/build services, which enhance our technical capabilities and brand       
recognition.  Since 1992, our revenue, income from operations, net income and   
EBITDA have grown at compound annual rates of 22%, 27%, 17% and 26%,            
respectively. For the period from January 1, 2002 through December 19, 2002, we 
generated revenue, income from operations, net income and EBITDA of $283.2      
million, $35.8 million, $17.5 million and $46.0 million respectively. For the   
period from December 20, 2002 through December 31, 2002 we generated revenue,   
loss from operations, net loss and EBITDA of $8.7 million, $(767,000),          
$(869,000) and $213,000 respectively. For the three months ended March 31,      
2003, we generated revenue, loss from operations, net loss and EBITDA of $75.4  
million, $(4.4) million, $(5.6) million and $3.7 million, respectively. See     
footnote 2 to "Summary Historical and Pro Forma Financial and Other Data" for a 
definition of EBITDA and a reconciliation of net income to EBITDA.              

We serve our customers through our network of approximately 90            
branches. Revenue from landscape maintenance services accounted for 86% of our  
revenue for the period from January 1, 2002 through December 19, 2002 and 45%   
of our revenue for the period from December 20, 2002 through December 31, 2002. 
During these periods, over two-thirds of our landscape maintenance service    
revenue was derived from maintenance contracts, with the balance derived from   
supplemental services (work orders).  As an integral part of our landscape      
maintenance services, we proactively work with our customers to identify and    
recommend work orders, which include annual recurring supplemental work,        
property improvements/enhancements and repair of landscape damage. Our high     
maintenance contract revenue retention rate, together with our consistent rate  
of work order revenue, contributes to the overall stability of our landscape    
maintenance service revenue.                                                    

  On December 20, 2002, we entered into a series of transactions that resulted
in Brickman becoming a wholly owned subsidiary of Brickman Holdings. Brickman   
Holdings is owned by members of the Brickman family, CIVC, management and       
certain other investors. For more information, see "The Transaction."           

Business Strengths                                                              

We believe that the key elements of our successful track record of        
performance are as follows:                                                     

 Leading Market Position in a Highly Fragmented Industry.  We are one of the
largest providers of commercial landscape maintenance services in the United    
States and have achieved a strong reputation and brand recognition.  Due to our 
recognized brand and broad geographic scope, we are often awarded "preferred    
provider" status by our customers and are well-positioned to be selected for    
landscape maintenance contracts by prospective customers.  The majority of the  
companies in the commercial landscape maintenance industry are small, local     
providers who cannot consistently match our sophisticated operating procedures, 
broad service capabilities and competitive pricing.  Our extensive branch       
network allows us to serve large multi-property and multi-market customer       
accounts, which smaller providers are unable to serve on a coordinated and      
consistent basis.  Furthermore, we enjoy advantages of scale including sharing  
of our best operating practices, leveraging purchase efficiencies across all of 
our branches and attracting and retaining qualified field personnel.            

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Predictable, Recurring Revenue.  The commercial landscape maintenance     
business is perennial in nature and characterized by contracts that generate    
predictable and recurring revenue.  On average, over the past five years,       
approximately 90% of each year's landscape maintenance contract revenue         
recorded was from repeat customers from the previous year, based on our sales   
and marketing data.  As an integral part of our landscape maintenance service,  
we proactively work with our customers to identify and recommend work           
supplemental to contract requirements.  These work orders have proven to be     
statistically predictable in nature and we have averaged $0.55 of additional    
work order revenue for every $1.00 of our maintenance contract revenue over the 
past three fiscal years based on our operating data.                            

Resistance to Economic Downturns.  We believe that certain characteristics
of the commercial landscape maintenance industry in general and our business    
model in particular help mitigate the effects of economic downturns on our      
financial performance.  These characteristics include:                          

.   the non-discretionary and perennial nature of commercial landscape      
maintenance spending;                                               

 .   the increasing importance of landscape maintenance services for customers
  that need to market their properties more aggressively during economic
downturns in order to maintain or improve occupancy rates;          

.   the relatively small cost of landscape maintenance as compared to the   
total cost of operating a property;                                 

.   our highly variable cost structure;                                     

.   our significant base of customer properties; and                        

.   the geographic diversity of our customers who are spread across many    
industries.                                                         

Strong and Diverse Customer Relationships.  We believe that our commitment
to consistently providing our customers with high quality services has resulted 
in long-term customer relationships, high customer renewal rates and,           
ultimately, increased profitability.  Our goal is to have our customers view us 
as an extension of their company and a long-term partner who is able to fulfill 
all of their landscaping requirements. We also have received numerous customer  
and industry awards throughout the years for quality and customer service.      

Favorable Cash Flow Characteristics.  Our business has strong cash flow   
characteristics due to the combination of our recurring revenue, high operating 
margins, low requirements for replacement capital expenditures and minimal      
working capital requirements. Additionally, as a result of the 1998             
Transaction, we will be able to deduct for federal income tax purposes          
approximately $10.7 million in goodwill amortization each year through 2012.    
As evidence of our strong cash flow, we have reduced our leverage, as measured  
by our ratio of total debt to EBITDA, from 5.5x as of December 31, 1998 to 2.1x 
as of December 19, 2002.  The timing of our cash inflows throughout the years   
is also consistent as our customers generally pay for our services in eight to  
twelve equal monthly cash installments.                                         

Experienced and Incentivized Management.  Our management is composed of   
executive, regional and branch management teams, each of which draws on         
extensive industry experience and training to maintain and expand our           
leadership position in the commercial landscape maintenance industry.  The      
members of our executive management team, led by Scott Brickman, who has been   
with us since 1986 and has been our Chief Executive Officer since the 1998      
Transaction, have an average of 18 years with us.  The members of our regional  
and branch management teams are also well experienced, having an average of     
approximately 14 and 9 years with us, respectively.  Our practice is to hire    
college graduates, then place them in the field in supervisory capacities and   
train them over the course of six to ten years to assume the responsibilities   
of branch management.  Our management team, excluding Scott Brickman, owns      
approximately 10% of Holdings' fully-diluted equity. With Scott Brickman, our   
management team owns approximately 35% of Holdings' fully-diluted equity.       

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Business Strategy                                                               

 For over 50 years, we primarily provided landscape design/build services to
our customers. In the late 1980's, to achieve greater stability and             
profitability in our business model, we shifted our focus to landscape          
maintenance services.                                                           

Retain and Increase Revenue from Existing Customers.  The central focus of
our business strategy is to increase maintenance contract renewals and customer 
penetration by consistently providing high-quality service to our existing      
customers.  Over time, our profitability typically increases at properties we   
service as there is less labor intensive remediation work to be performed and   
we are able to maximize operating efficiencies through familiarity with the     
property.  We also continue to capitalize on opportunities that increase        
revenue by winning new property assignments from our multi-property and         
multi-market customers.                                                         

Add New Customers.  As a result of our brand recognition, we are often    
referred to potential customers in proximity to our existing customers'         
properties.  Our experienced branch managers and project directors capitalize   
on their operational expertise to market our services to new customers as well  
as to maintain strong relationships with our current customers.  Furthermore,   
we consider acquisitions from time to time where we can acquire a small,        
quality landscape maintenance provider in our current markets, or a business in 
a new market which presents an opportunity for sustainable growth.  When        
considering acquisitions, existing customers and management of the target       
company are the most important elements we consider.                            

Leverage Low-Risk, Efficient Growth Model.  Our model for expansion is to 
split branches within existing geographic markets and open new branches when we 
enter new geographic markets.  We believe this is an efficient and low-risk     
method of managing our growth, as demonstrated by our ability to maintain high  
operating margins while growing from 30 branches in 1993 to 90 branches as of   
December 31, 2002.                                                              

.   Branch-Splitting.  We proactively plan to split branches before customer
    requirements exceed branch management's capacity to provide high-quality
service to existing customers and generate new business. By limiting
  branch size, we maintain close relationships between branch management
     and customers, thereby ensuring high levels of customer service.  When we
    split a branch, the new branch is typically opened by a manager from the
    existing branch and is opened with an existing customer base transferred
    from the branch from which it was split.  Of the 60 branches we added to
 our branch network between 1993 and December 31, 2002, 34 were opened
through this branch-splitting strategy.                             

.   New Branches.  We typically open branches in new geographic markets in  
   response to demand from new and existing customers.  When opening a new
  branch, we rely upon one of our experienced managers to manage the new
    branch rather than hiring an external manager who is unfamiliar with our
established operating model.  Once we have opened a branch in a new 
    geographic market, we rely upon our branch-splitting strategy to fill in
our geographic footprint in that region.  Of the 60 branches that we
   added to our branch network between 1993 and December 31, 2002, 26 were
    opened to support customer demand, 13 of which were opened in connection
with acquisitions.                                                  

Replicate Standardized Operating Procedures.  Because the commercial      
landscape maintenance business is primarily a local business, we have developed 
standardized branch-level operating procedures in order to replicate our high   
standards of customer service and efficient operating model from branch to      
branch.  Standardized operating procedures begin with formulating a contract    
proposal, where we use experienced operating personnel to physically measure    
and assess the customer property and our proprietary software system to         
generate an estimate of the cost of the landscape services to be performed.     
Estimates are then used on a weekly basis to plan, schedule and monitor our     
labor, the most significant cost item in our business.  We apply a similarly    
systematic approach to the actual performance of our landscape services, with   
each task being performed by field personnel trained in specific operational    
methods designed to achieve maximum operating                                   

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efficiencies.  These practices are applied consistently across all of our       
branches, allowing us to deliver competitive pricing to our customers and       
effectively monitor and control our labor productivity.  Our successful         
execution of these operating procedures is illustrated by the fact that our     
actual contract labor man-hour requirements compared to our initial budgeted    
estimates of such requirements for the year ended December 31, 2002 were 6.248  
million hours versus 6.277 million hours and for 2001 were 4.820 million hours  
versus 4.839 million hours.  In addition, our actual contract labor rates       
varied only 0.7% for the year ended December 31, 2002 and 0.2% for 2001 from    
our initial budgeted estimates, respectively.  By applying these operating      
procedures across all of our branches, we have consistently produced EBITDA     
margins in excess of 15% in each of the last five years.                        

Attract, Train and Retain Quality Field Personnel.  Our business is labor 
intensive, and we therefore believe our ability to attract, train and retain    
quality field personnel is critical to our success.  We have historically       
attracted a significant number of new employees through referrals from our      
existing work force.  We have been able to attract, develop and retain          
dependable field personnel by providing leadership and management support,      
delivering professional and technical education programs such as our Brickman   
University training program, providing challenging opportunities with           
significant customer service responsibility and offering competitive            
compensation and benefits.  Our ability to provide consistent work and weekly   
paychecks to our hourly field personnel, which our smaller competitors are less 
able to provide, has also aided us in attracting and retaining field            
personnel.  Our success in retaining field personnel has enabled us to minimize 
the costs associated with training new field personnel and to develop a pool of 
employees familiar with our best practices.                                     

Industry Overview                                                               

 We believe that the lawn and landscape industry generates approximately $45
billion of revenue per year. We also believe that more than 50,000 companies    
compete in the industry and provide a variety of services to commercial and     
residential customers.  The commercial landscape maintenance market segment,    
which is the focus of our business, includes office parks, hotels, corporate    
facilities, apartment complexes, retail centers and professionally-managed      
residential communities.  In contrast to our national presence, most of the     
companies serving the commercial landscape maintenance market are small local   
or regional providers.  We believe that trends within the commercial landscape  
maintenance market create opportunities for providers who have the size, reach, 
quality and service capabilities to respond to the evolving market and          
competitive environment.  We believe the key trends affecting this market are:  

Growing Demand for Professional Service Providers.  The commercial real   
estate market is undergoing significant consolidation.  As a greater number of  
properties come under the ownership of REITs and larger property managers, we   
believe that owners will continue to outsource and, in certain cases, to        
sole-source landscaping services to larger, more professional commercial        
landscapers.  We further believe these customers will not tolerate poor,        
incomplete or inadequate service and will seek out landscaping firms that can   
meet the service standards they demand.                                         

 Outsourcing.  As organizations increasingly focus on their core activities,
they are deciding to outsource non-core services such as landscape              
maintenance.  By outsourcing, organizations seek to improve the quality and     
consistency of service and reduce their costs through the efficiencies achieved 
by large service providers.  We believe that large commercial landscape         
maintenance firms with a reputation for consistent, high-quality service will   
continue to benefit from this trend.                                            

Corporate Migration.  Another trend driving the commercial landscaping    
industry is real estate development in suburban areas, and corporate migration  
away from urban areas and downtown high rises to suburban areas, office parks   
and more campus-like corporate offices.  These new suburban facilities require  
higher levels of landscape design and maintenance due to their considerable     
acreage as compared to urban facilities.                                        

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Service Offerings                                                               

 Landscape Maintenance (84.9% of revenue for the year ended December 31, 2002)

We provide full-service landscape maintenance for all types of corporate, 
commercial, institutional and professionally-managed residential properties,    
including the following:                                                        

.   Lawn Care.  We have systematically studied the most efficient grass     
 mowing methods and equipment.  Using this knowledge, we analyze every
 property we maintain and develop a mowing plan.  We believe that this
     plan ensures the best quality, horticulturally and aesthetically, for our
customers while maximizing our productivity.                        

.   Flowers.  Our flower programs emphasize color design and layout.        
Contracted growers use the most up-to-date varieties and growing    
techniques to produce healthy and attractive plantings.             

.   Pruning.  We recommend pruning each plant to its natural form so that it
    masses together.  Our trained technicians avoid shearing plants in order
to increase their life spans and produce a more healthy appearance. 

 .   Edging.  Our bed edging creates a deep, crisp bed line that is smooth and
accurately cut for a clean, neat appearance.  These bedlines are    
    efficiently created through the use of specially modified equipment that
we design.                                                          

 .   Leaf Removal.  We perform leaf removal services in the fall season in our
  markets with deciduous trees, using specialized leaf vacuums and other
     equipment to keep our customers' properties looking neat and clean at all
times and to promote a healthy turf.                                

.   Mulching.  We mulch shrub beds and tree rings to naturally reduce weed  
     growth and to promote healthy plant and tree growth.  We mulch our larger
properties with specialized mulch blowing trucks to improve our     
    efficiency and quality.  Mulching also creates an aesthetically pleasing
look for our customers' properties.                                 

.   Weed and Pest Control.  We focus our weed and pest management efforts on
   eradicating weed seeds and insect larvae so that weed and insect growth
    is minimized.  Custom programs are designed to ensure that a property is
weed and insect free at all times, with a minimal impact on the     
environment.                                                        

 .   Tree Care.  Our tree care services include spraying, pruning, cabling and
fertilizing trees.                                                  

 .   Irrigation.  We have specialized crews to install and maintain irrigation
systems.  We clean out irrigation systems prior to the year's first 
  freeze to prevent pipe cracking in cold weather areas.  We also repair
     broken irrigation heads and cracked pipes throughout the year and perform
periodic system checks and maintenance.                             

.   Turf Application.  Our turf application services include the application
     of pesticides, herbicides and fertilizers to customers under arrangements
  with specialized third-party lawn care providers with whom we partner.

We supplement these services by providing our customers with value-added  
services such as property analysis, long-term property planning, irrigation     
consulting, weekly property reports, a bi-monthly newsletter, monthly planning  
meetings and periodic horticultural seminars.                                   

Landscape maintenance services are primarily provided through fixed fee   
contracts.  The length of a maintenance contract ranges between one and eight   
years and is normally paid over the course of the year in eight to twelve equal 
monthly cash installments.  These contracts typically provide that we will      
perform specified landscape maintenance services which require regular, usually 
weekly, property visits.  Maintenance contract revenue represented 67% of our   
landscape maintenance revenue for the year ended December 31, 2002. Work orders 
are requested by customers with whom we have landscape maintenance contracts to 
supplement the services they receive under their contract.  The services we     
provide pursuant to work orders include annual recurring                        

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supplemental work, property improvements/enhancements and repair of landscape   
damage.  Work orders represented 33% of our landscape maintenance revenue for   
the year ended December 31, 2002.                                               

We have contracts with all of our landscape maintenance customers.  Each  
contract is priced using a standardized estimating process that involves a      
property measurement and walk-through conducted by our trained operating        
personnel, input of measurement data and operational tasks into our proprietary 
estimating software and fine tuning of the output generated by the software by  
the superintendent responsible for performing the work at the property.  By     
continually tracking service requirements and enhancing operating efficiencies, 
we strive to improve productivity and margins over the course of a contract's   
term.  While these contracts are generally terminable upon 30 days' notice      
without cause, we believe that our early termination rate is very low.          

Snow Removal (7.6% of revenue for the year ended December 31, 2002)         

In addition to our landscape maintenance services, we opportunistically   
leverage our infrastructure during the winter months by offering snow removal   
services to our existing maintenance contract customers with limited            
incremental fixed costs.  We believe that property owners and managers benefit  
from having the same contractor provide both snow removal and landscape         
maintenance services.                                                           

 We provide snow removal services under several types of contracts: time and
material, per inch, per occurrence, lump sum and variations of these            
contracts.  Our management teams are well-trained in snow removal processes.    
During the winter months, we modify our fleet of landscaping trucks and other   
vehicles by attaching the appropriate snow removal equipment.  In addition, we  
have a working relationship with hundreds of subcontractors with whom we        
partner.  These subcontractors perform the majority of the actual snow removal  
services and also provide some of the larger, more expensive pieces of          
equipment, while our personnel provide management oversight and perform a       
portion of the snow removal.  Our strong subcontractor relationships allow us   
to leverage our management team to expand our role as a snow removal provider   
and achieve attractive margins without making significant infrastructure        
investments.                                                                    

 Landscape Design/Build (7.5% of revenue for the year ended December 31, 2002)

We provide landscape design/build services through teams of design/build  
professionals based in Chicago, San Diego and Denver.  These services include   
initial landscape architecture and design work, as well as installation of      
trees, shrubs, lawns, flowers, retaining walls, walks, signage, fountains and   
ponds and irrigation and drainage systems. Through our teams of design/build    
professionals, we are able to accommodate requests for design/build services    
that arise in all of the markets we serve.  We believe that our design/build    
capabilities complement our core landscape maintenance business by setting us   
apart from competitors who do not offer this service.  We also are often        
selected as the landscape maintenance service provider by customers for whom we 
have previously performed design/build work.   In addition, our design/build    
teams share their best practices and landscape architectural expertise with our 
landscape maintenance teams, giving them a depth of knowledge which many of our 
competitors lack.                                                               

Operations                                                                      

Our Branch Network                                                          

We have 19 regional offices through which our regional managers provide   
administrative, sales and management support for the four to eight branches     
within their respective region.  Our 19 regional managers have an average of    
approximately 14 years experience in our organization.  Each of our             
approximately 90 branches is led by a branch manager who is responsible for the 
management of the branch, its employees and customer relationships.  Our        
approximately 90 branch managers have an average of nine years of experience in 
our organization.  Branch offices are typically located on approximately one or 
two acre properties, and consist of a small office for administrative           
personnel, shop space for servicing equipment and a yard area for our landscape 
trucks, trailers and equipment.  A typical branch office is staffed by a        
project director, a branch administrator, two to three superintendents, two to  
three supervisors, three crew leaders and 35 to 40 crew members.  It utilizes   
approximately 1,500 to 2,000 square feet of leased office and equipment storage 
space and generates an average of approximately $3 million per year in revenue. 

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 The following chart sets forth the structure of a typical region and one of
its constituent branches.                                                       
[FLOW CHART]

Flow chart of the structure of a typical region and one of its constituent  
branches.                                                                       

New Business Development                                                    

  Our marketing and sales efforts are divided between new customer acquisition
and existing customer development.  Our branch managers and project directors,  
whose advancement is related in part to their ability to generate new business, 
are heavily involved at the branch level in both new customer acquisition and   
existing customer development.  By setting operational performance standards    
for the same branch team that sells and executes our contracts, we believe we   
foster stronger customer relationships and avoid accountability problems that   
can arise when sales are divorced from operations.  The efforts of our branch   
managers and project directors are complemented by the efforts of our regional  
managers and division vice presidents, who focus on customer opportunities that 
extend to multiple branch locations and national accounts for companies with    
locations that span a number of regions.                                        

 Our marketing objective is to develop long-term relationships with existing
and new customers that will allow us to become the "preferred provider" of all  
their landscape requirements.  We achieve this objective by introducing         
prospective customers to our capabilities and learning about prospective        
customers' landscaping needs and objectives through personal appointments with  
facility and property managers.  This personal approach results in a better     
appreciation of each customer's preferences and enhances long-term customer     
relationships.  Other sales and marketing methods we employ include networking, 
targeted cold calling and most importantly, customer referrals.  In the         
northern climates we market in the landscaping off-season, between November and 
March, and in the south and the west coast we market year-round.                

Contract Estimation and Execution                                           

As one of the largest participants in the commercial landscape maintenance
industry, we are also asked to bid on a large number of new properties and      
contracts up for renewal.  We believe we have a competitive advantage over our  
competitors because of our consistent and accurate pricing system.              

The contract specifications we receive from a potential customer typically
include the requested number of mowings, prunings, edgings, fertilizations,     
turf treatments and other standard landscape operations.  The first step in the 
proposal process after receipt of the contract specifications is an examination 
and measurement of the property by a project director or branch manager.  The   
project director or branch manager will determine the square footage of turf    
and flower beds and count the trees and shrubs on the prospective customer's    
property.  He will then enter the measurements into our proprietary software    
program which allows us to produce a detailed                                   

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cost estimate for the contract.  Based on historical cost factors, the program  
calculates the time, materials and other direct and indirect costs required for 
each operational task.  For example, the program calculates the amount of time  
and labor it will take to install a bed of flowers, along with the standard     
cost per square foot of flowers.                                                

 After our estimating system determines the job costs and time requirements,
the superintendent responsible for performing services at the property reviews  
the estimate and adjusts the estimate based on his practical experience.  Once  
the estimating process is complete, the regional manager, branch manager or     
project director determines the appropriate pricing to achieve the desired      
gross margin and to secure the contract.                                        

Through the use of our proprietary job management system we are able to   
perform our operations with such efficiency that our actual contract labor      
man-hour requirements compared to our initial budgeted estimates of such        
requirements for the year ended December 31, 2002 were 6.248 million hours      
versus 6.277 million hours and for 2001 were 4.820 million hours versus 4.839   
million hours.  In addition, our actual contract labor rates for the same       
periods varied only  7/10/ths/% for the year ended December 31, 2002 and        
2/10/ths/% for 2001 from our initial budgeted estimates.                        

Purchasing                                                                  

For the year ended December 31, 2002, we purchased $29.7 million of       
materials for use in servicing our customers' properties.  Hard material        
purchases, such as mulch, fertilizer, flowers and ice melt, represented 66% of  
our total material purchases, and plant material, such as trees, shrubs and     
sod, represented 29% of our total material purchases.  The remaining 6% of      
total material purchases consisted of purchases specific to jobs such as        
equipment rentals or small tools.  We generally purchase our materials locally  
from over 1,000 suppliers, and do not depend on any one supplier.               

  We also purchase certain goods such as trucks, trailers, lawnmowers, blowers
and edgers, office equipment and computers, as well as services such as voice   
and data communication services, employee benefits, insurance, accounting and   
legal services, on a national basis.  We believe that due to our size and       
national presence we have been able to negotiate favorable prices on these      
goods and services as compared to those incurred by the majority of our         
competitors.                                                                    

As of September 30, 2002, we operated a fleet of approximately 1,200      
vehicles, ranging from light duty Ford F-150's to our standard Ford F-450       
Superduty landscape trucks and 800 Wells Cargo enclosed trailers.  We perform   
regular maintenance of our landscape trucks and trailers and believe that       
generally they are well-maintained and adequate for our current operations.  On 
an annual basis, we typically purchase approximately 125 Ford F-450s pursuant   
to an agreement negotiated directly with Ford Motor Company and 100 trailers    
from Wells Cargo.                                                               

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Customers                                                                       

Our customers come from the following sectors of the commercial landscape 
maintenance industry:                                                           

                                                        [Enlarge/Download Table]

Customer Type                                  Description                        Sample Customers           
-------------                                  -----------                        ----------------           
                                                                                                             
Commercial........................ Office parks, hotels, REIT's,        Insignia ESG, Equity Office          
                                   retail centers and shopping malls    Properties, Duke Realty, Home        
                                                                        Depot and The Rouse Company          

Professionally Managed Residential Large apartment complexes,           Avalon Bay Communities, Equity       
 Communities...................... retirement communities, home owner   Residential, Leisure World of        
                                   associations                         Maryland and Frenchman's Creek       

Institutions...................... Schools, universities, hospitals,    University of Pennsylvania, George   
                                   museums and zoos                     Mason University, Scripps Medical    
                                                                        Center and Lincoln Park Zoo          

Corporate......................... Corporate offices, industrial sites  AOL Time Warner, General Electric,   
                                                                        BankOne and Johnson & Johnson        

Other............................. Cemeteries, municipal facilities and SCI, Stewart Enterprises, Chicago    
                                   sports facilities                    Park District, City of Westin and Cal
                                                                        Ripken Stadium                       

We service customer properties for a wide variety of customer types.  In  
August 2001, we acquired the landscape maintenance business of Duke Realty      
Corporation.  As part of the acquisition, we entered into an eight-year         
agreement to provide landscape maintenance services to their approximately 600  
properties in five states.  These services represented approximately 8% of our  
revenues for the year ended December 31, 2002.  With the exception of Duke, no  
other customer contracted for more than 2% of contracted maintenance revenue    
for the year ended December 31, 2002.                                           

  We focus on customer retention and establishing long-term relationships with
our customers.  As a result, we have established a number of long term customer 
relationships with clients such as Liberty Property Trust, The Rouse Company    
and Trammell Crow Company, to whom we have been providing services for ten      
years, and IBM, Lehigh University and AT&T, to whom we have been providing      
services for over 20 years.                                                     

Employees and Training                                                          

 As of December 31, 2002, we employed approximately 1,000 full-time salaried
employees, and during 2002 we employed approximately 4,000 hourly employees at  
our seasonal peak.  Our need for employees varies over the course of the year,  
increasing during the spring and summer and tapering off considerably during    
the fall and winter months in our northern markets.  Our primary source of      
seasonal hourly employees is our existing long-term work force, who often refer 
family and friends to us.                                                       

 Immigrants comprise a significant portion of the workforce in the landscape
industry. We selectively use a U.S. government program that provides H-2B       
temporary non-immigrant visas to foreign workers to help satisfy a portion of   
our need for seasonal labor in certain markets. This program is only available  
if there are no qualified U.S. residents available to fill the positions. We    
employed approximately 1,000 of our seasonal employees through this program in  
2002. We incur costs associated with complying with regulatory requirements     
relating to the H2-B program, including costs associated with completing        
necessary paperwork and the payment to such employees of the prevailing wage    
for their services. We also incur costs associated with training those          
employees to the extent previously trained H2-B employees do not return for     
repeat employment in subsequent seasons. We do not believe the cost of          
maintaining this program exceeds the cost of hiring outside the program. Any    
change to existing U.S. immigration policy that restricts the ability of        
foreign workers to obtain employment in the United States is likely to          
contribute to a shortage of available labor. Immigration laws require us to     
confirm the legal                                                               

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status of our employees. From time to time, we may unknowingly employ illegal   
immigrants. As a significant employer of laborers, we are subject to periodic,  
random inspections, audits and searches by the Immigration and Naturalization   
Service (INS). If the INS finds illegally employed workers, we could suffer     
fines, which could be substantial in amount, in addition to a loss of our       
workforce. Any violation of immigration laws could have a material adverse      
affect on us.                                                                   

We place great value on having well trained employees.  At the management 
level, we provide comprehensive training to new recruits in the various facets  
of our operating model through our "Brickman University" training program.      
Throughout the course of the year, topical workshops and literature are also    
provided to keep all managers current with the latest developments effecting    
our business and our industry.  Our field personnel undergo a similarly         
thorough training process beginning at the time of their hire.  Through our     
educational programs, we train our field personnel in the most efficient and    
effective methods of performing their job functions in order to ensure that all 
of the landscape operations we perform are executed in a consistent,            
high-quality and safe manner.                                                   

Other than certain Chicago area employees, our employees are not organized
under any collective bargaining agreements.  In the Chicago area, approximately 
seven employees are members of Local 150 of the Midwest Operating Engineers     
Union and approximately 220 employees are members of Local 707 of the National  
Production Workers Union.  We have not experienced any significant              
interruptions or curtailments of services due to disputes with our employees    
and we consider our labor relations to be satisfactory.                         

Management Information Systems                                                  

  Our management information systems allow management to track our performance
at the branch level.  The system consists of central servers located at our     
corporate headquarters and a wide-area network connecting all of our branches.  
Our financial and operations data are maintained on a proprietary system.  This 
system includes software that allows management to analyze our financial        
condition as well as operational information such as property specific          
performance data and equipment information.  We also use a customized           
estimating and job management system that allows our managers to develop        
pricing and to plan and schedule operations.                                    

 We have contracted with Oracle Corporation to assist us with the design and
implementation of a new enterprise resource planning system which will support  
our human resources, accounting, estimating, financial and job management and   
customer systems.  We believe this new system will enhance our branches'        
ability to collaborate and share information and provide us with greater        
visibility and control over the operations of our business.  We are currently   
piloting our new system.                                                        

Competition                                                                     

The commercial landscape maintenance industry is highly fragmented and    
competitive.  We are one of the largest providers of commercial landscape       
maintenance services in the United States.  Most of our competitors are small,  
owner-operated companies operating in limited geographic areas.  We also        
compete with several landscape service companies operating in multiple          
markets.  In particular, TruGreen/LandCare, a division of The ServiceMaster     
Company, is a substantial competitor.                                           

We believe the principal competitive factors in the industry are customer 
relationships, price, quality, timeliness and reliability of services provided  
and geographic scope of operations.  We believe we have the reputation,         
service, quality, technical capabilities, geographic reach and size to remain   
competitive in the commercial landscape maintenance industry.                   

Facilities                                                                      

  Our facilities consist of our headquarters, regional and branch offices.  As
of December 31, 2002, we operated an aggregate of 90 branch offices in 19       
regions.  Branch offices are typically located on approximately                 

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one or two acre properties and are comprised of a small office for              
administrative personnel, shop space for servicing equipment and a yard area    
for parking our landscape trucks, trailers and equipment.  All of our           
facilities are leased under leases with remaining terms of less than five years.

Our corporate office provides accounting, human resource, insurance,      
financial, administrative, legal, fleet management, communications, computer    
and purchasing services to all of our branch and regional offices allowing each 
branch to focus on operations and customer service.  Approximately 50 salaried  
employees work at our corporate office, which is located at 375 South Flowers   
Mill Road, Langhorne, Pennsylvania.                                             

Litigation                                                                      

 We are from time to time a party to litigation arising in the normal course
of our business, most of which involves claims for personal injury and property 
damage incurred in connection with our operations.  We are not currently        
involved in any litigation, nor are we aware of any threatened litigation, that 
we believe is likely to have a material adverse effect on our financial         
condition or results of operations.  We believe our insurance coverage to be    
adequate to cover the risks of any situations that may arise.                   

Regulatory and Environmental Matters                                            

We are subject to various federal, state and local laws and regulations   
relating to the employment of immigrants, workplace health and safety in the    
landscape services industry, the application of fertilizers, herbicides,        
pesticides and other chemicals, noise and air pollution from power equipment    
and local zoning regulations.  Immigration laws require us to confirm the legal 
status of our employees.  The Immigration and Naturalization Service            
periodically conducts random inspections of our compliance with U.S.            
immigration laws.  Pursuant to its authority under the 1990 Clean Air Act, the  
Environmental Protection Agency has recently implemented regulations that limit 
the use of some types of gasoline powered engines that emit high levels of      
hydrocarbons and other airborne pollutants, such as those produced by many      
lawnmowers.  Across the country, a number of local governments have also passed 
noise pollution ordinances that prohibit or otherwise restrict the use of leaf  
blowers.  In addition, several states require companies to have a landscape     
contractor's license.  To the extent we store our own supply of fuel for our    
equipment and fleet of vehicles, we are subject to federal and state laws that  
regulate bulk fuel storage tanks.  Our management believes that we have all     
required licenses to conduct our operations and are in substantial compliance   
with applicable regulatory requirements.  Our operations are also effected by   
local zoning regulations, which increasingly require minimum amounts of         
landscaping in new developments, and in drier climates, improved water          
management techniques.  There can be no assurance that the regulatory           
environment in which we operate will not change significantly in the future.    
Our failure to comply with these laws and regulations could subject us to       
substantial fines and the loss of our licenses and may also have a material     
adverse effect on our financial condition and the results of our operations.    

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MANAGEMENT  

Directors, Executive Officers and Key Managers                                  

Our executive officers, key managers and directors are as follows:        

                                                                [Download Table]

                                                                          Years of
Name                      Age Position(s) Held                            Service 
----                      --- ----------------                            --------
                                                                                  
Theodore W. Brickman, Jr. 71  Chairman, Director                             48   
Scott W. Brickman         40  Chief Executive Officer, Director              16   
John C. King              40  Executive Vice President                        4   
Jeffery R. Herold         43  Chief Operating Officer                        22   
Charles B. Silcox         53  Vice President and Chief Financial Officer      9   
Mark A. Hjelle            33  Vice President and General Counsel              4   
Edward R. Babcock         52  Divisional Vice President (Middle Atlantic)    19   
Joseph Michael Bogan      38  Divisional Vice President (California)         13   
William A. Henkelman      47  Divisional Vice President (Midwest)            26   
Brian Moore               45  Divisional Vice President (South)              26   
Gregory Odhner            49  Divisional Vice President (Northeast)          21   
John E. Neal              53  Director                                        4   
Christopher J. Perry      47  Director                                        5   
John G. Schreiber         56  Director                                        5   

  Set forth below is a brief description of the business experience of each of
our executive officers, key managers and directors.                             

 Theodore W. Brickman, Jr., Chairman.  Mr. Brickman has been employed by the
Company for over 40 years since joining his father as the first full time       
employee.  Mr. Brickman became a partner with his father in 1957 and President  
in 1972.  In 1998, Mr. Brickman became a Director and Chairman of the Board of  
the Company.  Mr. Brickman also serves on boards of The Pitcairn Trust Company, 
ABG Partners, National Philanthropic Trust, The Pennypack Restoration Trust,    
The Academy of the New Church and Abington Hospital Foundation.  Mr. Brickman   
graduated from the University of Illinois with a B.A. degree in Landscape       
Architecture.                                                                   

  Scott W. Brickman, Chief Executive Officer.  Mr. Brickman joined the Company
in 1986 and in 1998 became a Director of the Company and was appointed Chief    
Executive Officer.  Since he started at the Company, Mr. Brickman has served as 
a project director and a regional manager and prior to 1998 had responsibility  
for the Company's Northeast, Mid-Atlantic and Southeast operations.  Prior to   
joining the Company, Mr. Brickman worked at a Florida landscape architecture    
firm.  Mr. Brickman graduated from Pennsylvania State University with a B.S.    
degree in Landscape Architecture.                                               

John C. King, Executive Vice President.  Mr. King joined the Company in   
January 1999 as Executive Vice President, initially focusing on process         
improvement within the financial and accounting areas of Brickman.  Mr. King    
continues to be responsible for capital markets, acquisitions and information   
technology, and until recently, led the company's California operations serving 
as Divisional Vice President.  From 1995 to February 1998, Mr. King worked for  
Goldman Sachs in New York City. Mr. King's last position at Goldman Sachs was   
as a Director of both GS Mortgage Securities Corp. and Mortgage Asset           
Management Corp. From March 1998 until he began his employment with the         
Company, Mr. King was self-employed as a business consultant and employed by    
Corporate Staff Administration, an affiliate of Goldman Sachs, as a business    
consultant. Mr. King graduated from Lehigh University with a B.S. degree in     
Business and Economics.                                                         

Jeffery R. Herold, Chief Operating Officer.  Mr. Herold joined the Company
in 1980 and since that time has served in a variety of roles in operations with 
increasing responsibility including serving as the Company's Northeast Regional 
Vice President beginning in January 1995.  In February 2002, Mr. Herold was     
promoted to the position of Chief Operating Officer.  Mr. Herold has a B.S.     
degree in Ornamental Horticulture and Landscape Contracting from the State      
University of New York at Alfred.                                               

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Charles B. Silcox, Vice President and Chief Financial Officer.  Mr. Silcox
joined the Company as Chief Financial Officer in 1993.  Prior to employment     
with the Company, Mr. Silcox served with McDonnell Douglas Truck Services,      
Inc., a subsidiary of McDonnell Douglas Finance Corporation, from 1984 to 1992  
leaving that organization as the Senior Vice President-Finance and              
Administration.  Prior to employment by McDonnell Douglas, Mr. Silcox was a     
C.P.A. at PricewaterhouseCoopers LLP from 1976 to 1984 leaving that firm as a   
Senior Manager.  Mr. Silcox has an M.B.A. degree in Accounting and Finance from 
the Amos Tuck School of Business Administration and an A.B. in Economics from   
Dartmouth College.                                                              

Mark A. Hjelle, Vice President and General Counsel.  Mr. Hjelle joined the
Company in May 1998 as Vice President and General Counsel.  Prior to joining    
the Company, Mr. Hjelle worked as a business lawyer at the Philadelphia law     
firms of Dechert Price and Rhoads and Duane Morris Heckscher LLP.  Mr. Hjelle   
has a B.S. degree in Economics from the Wharton School of Business and a M.S.   
degree in Government from the University of Pennsylvania.  Mr. Hjelle also      
holds a J.D. degree from the Case Western Reserve School of Law.                

  Edward R. Babcock, Divisional Vice President (Middle Atlantic).  Mr. Babcock
joined the Company in 1983 and has served in a variety of operations and        
management roles since that time including as a Regional Vice President         
beginning in January 1998.  Mr. Babcock was promoted in January 2002 to serve   
as Divisional Vice President for the Middle Atlantic Division with management   
responsibility for the Company's operations in Maryland, Northern Virginia and  
Indiana.  Mr. Babcock has a B.S. degree in General Agriculture from             
Pennsylvania State University.                                                  

Joseph Michael Bogan, Divisional Vice President (California).  Mr. Bogan  
joined the Company in 1987 and since that time has served in a variety of roles 
including as the Boca Raton, Florida Branch Manager and acting Regional Manager 
for the Florida Region beginning in August 1997. In January 1999, Mr. Bogan was 
promoted to serve as Regional Manager for Florida and in February, 2002 was     
promoted again to the position of Divisional Vice President for the California  
Division with responsibility for the Company's California operations.  Mr.      
Bogan has a B.S. degree in Landscape Architecture from Mississippi State        
University.                                                                     

William A. Henkelman, Divisional Vice President (Midwest).  Mr. Henkelman 
joined the Company in 1977 and has served in a variety of management and        
operations roles with increasing responsibility, including as  a Regional       
Manager in our Chicago West Region beginning in March 1994 and as a Regional    
Vice President beginning in January 2001. Mr. Henkelman was promoted in January 
2002 to serve as Divisional Vice President for the Midwest Division with        
management responsibility for the Company's operations in Illinois, Wisconsin,  
Minnesota, Missouri and Colorado.  Mr. Henkelman has a B.S. degree in           
Horticulture from the University of Illinois.                                   

Brian Moore, Divisional Vice President (South).  Mr. Moore joined the     
Company in 1977 and until 1992 worked in a variety of management and operations 
positions in the Midwest and Northeast.  In 1992, Mr. Moore started the         
Company's Atlanta operations and since that time has served in a variety of     
roles, including as a Regional Manager beginning in 1998. Mr. Moore was         
promoted in January 2002 to serve as Divisional Vice President for the South    
Division.  Mr. Moore's current responsibility includes the management of the    
Company's operations in Texas, Florida, Georgia, Tennessee, South Carolina,     
North Carolina and Southern Virginia.  Mr. Moore has an Associates Degree in    
Ornamental Horticulture from Joliet Community College.                          

Gregory Odhner, Divisional Vice President (Northeast).  Mr. Odhner joined 
the Company in 1981 and has since served in a variety of roles, including as a  
Branch Manager beginning in November 1994 and Regional Vice President beginning 
in August 2001. Mr. Odhner was promoted in January 2002 to the position of      
Divisional Vice President for the Northeast Division with management            
responsibility for the Company's operations in Pennsylvania, New Jersey and     
Delaware.  Mr. Odhner attended the Academy of the New Church College.           

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John E. Neal, Director.  Mr. Neal has been a Director of the Company since
1998.  Mr. Neal is Managing Director and Head of Corporate Banking for Banc One 
Capital Markets, Inc., a position he has held since July 2000.  He was hired as 
Head - Commercial Real Estate for Bank One Corporation in November 1998.  From  
January of 1998 until November of 1998, Mr. Neal was an independent consultant  
to the banking and real estate industries. From February 1995 until January of  
1998, he was president of Kemper Funds, a unit of Zurich Kemper Investments,    
Inc.  Mr. Neal joined Kemper in July 1992 as executive vice president of real   
estate at Kemper Financial Services and senior vice president at Kemper         
Corporation.  Previously, Mr. Neal was with Continental Bank (now Bank of       
America) where he served in a variety of management and executive positions     
within the bank's real estate department since 1974.  He is a director of       
Calamos Advisors Trust, Calamos Investment Trust, and Calamos Convertible       
Opportunities and Income Fund.  Mr. Neal holds a bachelor's degree and master's 
degree in business administration from Harvard University.                      

Christopher J. Perry, Director.  Mr. Perry has been a Director of the     
Company since 1998.  Mr. Perry is currently Managing Director and President of  
Continental Illinois Venture Corporation, a position he has held since 1994,    
and is also a Partner of CIVC Partners III and of the ultimate general partner  
of the CIVC fund investing in Brickman Holdings in the Transaction.  In         
addition to being a Director of the Company, Mr. Perry is a Director of General 
Roofing Services, TransWestern Publishing Company, L.P., Kellermeyer Business   
Services, LLC, LA Fitness International, LLC and Wastequip, Inc.  Mr. Perry     
received a B.S. from the University of Illinois and an M.B.A. from Pepperdine   
University and is a certified public accountant.                                

John G. Schreiber, Director.  Mr. Schreiber has been a Director of the    
Company since 1998.  Mr. Schreiber is President of Centaur Capital Partners,    
Inc., a family investment firm.  He is also a Co-Founder and Partner of         
Blackstone Real Estate Advisors, L.P., which manages large real estate private  
equity funds.  Mr. Schreiber is a Trustee of AMLI Residential Properties Trust  
and a Director of Host Marriott Corporation and The Rouse Company, as well as a 
number of mutual funds advised by T. Rowe Price Associates, Inc.  Mr. Schreiber 
is also a Director of JMB Realty Corporation and a number of its affiliates.    
Prior to his retirement as an officer of JMB Realty Corporation in 1990, Mr.    
Schreiber was Chairman of JMB/Urban Development Co. and an Executive Vice       
President of JMB Realty Corporation.  Mr. Schreiber holds a B.B.A. from Loyola  
University in Chicago and a master's degree in business administration from     
Harvard University.                                                             

Theodore W. Brickman, Jr. is Scott Brickman's father. Otherwise, there are
no familial relationships between any of our executive officers and directors.  

Employment Agreement                                                            

 We entered into an Employment Agreement, dated as of January 14, 1998, with
Scott Brickman.  This Employment Agreement provides that Mr. Brickman will      
serve as our President and Chief Executive Officer for a term of five years,    
subject to automatic one-year extension periods, unless notice of non-renewal   
is given by one of the parties at least 90 days prior to the end of the         
then-current term.                                                              

Under this Employment Agreement, Mr. Brickman receives a base salary of   
$250,000 per year during the employment period, subject to annual adjustments   
to reflect changes in the national consumer price index.  Mr. Brickman is also  
entitled to either the use of a company car or a $1,000 per month car           
allowance, reimbursement for expenses (including certain club memberships) and  
participation in all our employee benefit programs generally available to       
senior executive employees.  In addition, Mr. Brickman is entitled to receive a 
performance bonus for each fiscal year during the employment period in which we 
achieve EBITDA equal to at least 90% of the amount set forth in our annual      
operating budget.  The size of this bonus varies from 60% to 125% of his base   
salary depending upon the extent to which EBITDA exceeds 90% of the budgeted    
amount.                                                                         

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This Employment Agreement provides that Mr. Brickman's employment will    
continue until his death, permanent disability or incapacity, termination by    
us, or his resignation.  If Mr. Brickman's employment is terminated by us       
without cause or if he resigns for good reason (each as defined in the          
Employment Agreement), he will be entitled to his base salary and employee      
benefits through the first anniversary of his termination or resignation.  If   
Mr. Brickman's employment is terminated due to his death, permanent disability  
or incapacity, he (or his representative) shall be entitled to receive his base 
salary and employee benefits through the second anniversary of such             
termination.  This Employment Agreement also contains customary                 
non-solicitation and non-competition provisions.                                

In light of our recent growth and development, our Board of Directors has 
indicated that it would like to renegotiate Mr. Brickman's Employment           
Agreement, which will likely increase his base salary.                          

None of our other executive officers has an employment agreement.         

Compensation of Executive Officers                                              

The following table shows the compensation for 2002 of our Chief Executive
Officer and our next four most highly compensated executive officers performing 
our policy making functions (the "named executive officers"):                   

                                                        [Enlarge/Download Table]

                                           Annual Compensation         Long-Term Compensation 
                                   ----------------------------------- -----------------------
                                                                       Securities             
             Name and                                     Other Annual Underlying  All Other  
        Principal Position         Year  Salary   Bonus   Compensation  Options   Compensation
---------------------------------- ---- -------- -------- ------------ ---------- ------------
                                                                                              
Scott W. Brickman................. 2002 $278,818 $368,398   $12,517        --        $3,487   
Chief Executive Officer                                                                       

Jeffery R. Herold................. 2002  248,870   84,880     4,362        --         8,601   
Chief Operating Officer                                                                       

John C. King...................... 2002  185,618   90,051       627        --         2,541   
Executive Vice President                                                                      

Charles B. Silcox................. 2002  134,554  114,843       862        --         1,285   
Chief Financial Officer                                                                       

Mark A. Hjelle.................... 2002  133,248  111,780       535        --         1,133   
Vice President and General Counsel                                                            

Director Compensation                                                           

Directors are not entitled to receive any compensation for serving on our 
board of directors except that our two outside directors are each entitled to   
$2,000 per meeting.  Directors are reimbursed for their out-of-pocket expenses  
incurred in connection with such services.                                      

Compensation Committee Interlocks and Insider Participation                     

The compensation arrangements for our executive officers were established 
pursuant to arms-length negotiations between us and each executive officer.     
During 2002, our Chief Executive Officer, Scott W. Brickman participated in     
deliberations of our board of directors concerning executive officer            
compensation.                                                                   

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  

Recapitalization, Stock Purchase and Related Agreements                         

The Recapitalization Agreement and Class L Common Stock Purchase Agreement
entered into in connection with the Transaction contain covenants which, among  
other things, limit our management's discretion by restricting Brickman's       
and/or Holdings' ability (subject to various exceptions or approval by CIVC) to:

.   borrow money;                                                           

.   pay dividends or purchase stock;                                        

.   increase compensation to executives, unless approved by the compensation
committee of the board of directors;                                

.   issue common stock or securities convertible into common stock for less 
than their fair market value;                                       

.   make investments or acquire businesses;                                 

.   dispose of material assets outside of the ordinary course of business;  

.   enter into certain transactions with affiliates; and                    

.   change the type of business we conduct.                                 

Theodore W. Brickman, Jr., Scott Brickman, CIVC and certain co-investors, 
and certain of our other stockholders are parties to the Recapitalization       
Agreement. The Recapitalization Agreement also provides CIVC and their          
affiliates and co-investors with a right to put their Class A common stock of   
Brickman Holdings to Brickman Holdings, subject to prior payment in full of the 
notes, for its fair market value at any time during April and May of 2008, 2009 
or 2010 (subject to any restrictions in our debt agreements prior to the        
maturity of the notes).  Brickman Holdings has the right to call such stock,    
subject to prior payment in full of the notes, for its fair market value at any 
time during April and May after the sixth anniversary and, in limited           
circumstances, after the fifth anniversary of the closing of the Transaction    
(subject to any restrictions in our debt agreements prior to the maturity of    
the notes).  The Class L Common Stock Purchase Agreement contains similar       
put/call provisions with respect to the Class L common stock and the Senior     
Redeemable Common Stock except that Brickman Holdings may exercise its call     
right at any time after the third anniversary of the closing of the Transaction 
(subject to any restrictions in our debt agreements).  The Recapitalization     
Agreement and Class L Common Stock Purchase Agreement also provide our primary  
outside investors with the benefit of customary affirmative covenants           
pertaining to the basic maintenance and conduct of the business, including      
customary information and inspection rights. As described in "The Transaction," 
pursuant to the Recapitalization Agreement and Class L Common Stock Purchase    
Agreement, Theodore W. Brickman, Scott W. Brickman, certain other members of    
the Brickman family, CIVC and certain of its co-investors, and certain          
non-Brickman family management became stockholders of Holdings. Following the   
Transaction, on a fully diluted basis, members of the Brickman family, CIVC and 
associated investors and members of Brickman's management team own              
approximately 52%, 37% and 11% of Holding's common stock, respectively. Also as 
described in "The Transaction," non-Brickman family management and CIVC and     
certain co-investors received approximately $4 million and $84 million,         
respectively, for the portion of their equity investment in Brickman that they  
did not roll over into Holdings in the course of these transactions.            

 In connection with the transactions described above, we and certain holders
of our preferred stock entered into an Indemnity Agreement pursuant to which we 
agreed to indemnify such holders for income tax costs, if any, arising from the 
exchange of such preferred stock for shares of Brickman Holdings' common stock. 

Stockholders Agreement                                                          

Pursuant to a stockholders agreement entered into in connection with the  
Transaction, Brickman Holdings and its stockholders agreed, among other things, 
to establish the composition of the board of directors, assure continuity in    
ownership and to limit the manner in which shares of Brickman Holdings' stock   
may be transferred. Theodore W. Brickman Jr., Scott Brickman, CIVC and certain  
co-investors, and certain of our stockholders are                               

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parties to the Stockholders Agreement.  The agreement provides that the board   
of directors will be established at no more than seven directors, with two      
designated by CIVC and its affiliates and the remainder designated by           
representatives of the Brickman family.                                         

  The stockholders agreement generally restricts the transfer of any shares of
Brickman Holdings' stock held by the parties to such agreement other than       
members of the Brickman family with certain limited exceptions that include,    
but are not limited to, registered public offerings and sales under Rule 144 of 
the Securities Act.  Some of our stockholders have a right of first refusal     
with respect to specified transfers of Brickman Holdings' shares.  Certain      
managers, CIVC and their affiliates and permitted transferees, subject to       
certain limited exceptions, have the right to participate in any transfer of    
Brickman Holdings' shares by a member of the Brickman family.  Brickman         
Holdings also has granted members of the Brickman family, certain managers,     
CIVC and their affiliates and permitted transferees preemptive rights in        
connection with certain issuances of Brickman Holdings stock.                   

  A separate stockholders agreement among Brickman Holdings and the members of
the Brickman family imposes similar restrictions on the transfer of the         
Brickman family's Brickman Holdings' stock. It also provides the Brickman       
family with a right to participate in a put or call with respect to shares held 
by CIVC and its co-investors and affiliates.                                    

Registration Agreement                                                          

Theodore W. Brickman, Jr., Scott Brickman, CIVC and certain co-investors, 
and certain of our other stockholders are parties to the Registration           
Agreement. Under the registration agreement entered into in connection with the 
Transaction, these Brickman Holdings' stockholders have the right, subject to   
specified conditions, to require Brickman Holdings to register any or all of    
their shares of common stock under the Securities Act on Form S-1, a "long-form 
registration," or on Form S-2 or Form S-3, a "short-form registration," in each 
case at Brickman Holdings' expense.  Brickman Holdings is not required,         
however, to effect any such long-form registration or short-form registration   
during any lock-up period imposed by an underwriter in an underwritten public   
offering.  All holders of registrable securities are entitled to request        
inclusion of such securities in any registration agreement at our expense       
whenever Brickman Holdings proposes to register any securities under the        
Securities Act, subject to customary exceptions and cut-backs.                  

In connection with all such registrations, Brickman Holdings has agreed to
indemnify all holders of registrable securities against certain liabilities,    
including liabilities under the Securities Act.  In addition, all the parties   
to the registration agreement have agreed not to make any public sales of their 
registrable securities during certain black-out periods.                        

Real Property Leases                                                            

We lease certain land, office buildings and improvements from Brickman    
Leasing, L.L.C., an entity owned by certain members of the Brickman family      
including Theodore W. Brickman, Jr. (35%) and Scott W. Brickman (16%). The      
remaining equity interests in this entity are owned by various other members of 
the Brickman family who are not officers, directors or employees of Holdings or 
Brickman.  There are three leases between Brickman Leasing, L.L.C. covering our 
corporate offices in Langhorne, Pennsylvania and our operations in Long Grove,  
Illinois and St. Louis, Missouri.  The leases are triple net leases and         
terminate on December 31, 2003.  Total rental expense paid on these leases was  
approximately $373,000, $324,000 and $339,000 in 2000, 2001 and 2002,           
respectively.                                                                   

 We lease an office building from Lot 2 Freemont Holdings, LLC, an entity in
which an employee who is a former less than 1% shareholder of the Company has   
an equity interest. The lease has a five-year term and expires in September     
2003.  Total rental expense paid on this lease was $125,000 in 2000, $130,000   
in 2001 and $134,000 in 2002.  There were no amounts due to or from this        
shareholder employee as of December 31, 2000 or 2001.                           

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Subordinated Notes                                                              

  In January 1998 we issued subordinated notes in the aggregate amount of $5.0
million payable to certain shareholders, including Theodore W. Brickman, Jr.,   
($1,350,000) Scott Brickman ($912,500) and certain other members of the         
Brickman family who are not officers, directors or employees of Holdings or     
Brickman, ($2,737,500).  These notes bear interest at 10.65% and are due        
January 31, 2007.  Under the terms of the notes, interest is due annually,      
however, in 2000, and 2001, we were permitted to issue notes in lieu of         
cash. In 2002 we paid $573,000 in interest on these notes. As of December 31,   
2002, there was no amount outstanding on these notes. The notes become due and  
payable in the event of a change in control, including an initial public        
offering or a re-capitalization.  These notes were repaid with the proceeds of  
the offering.                                                                   

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  

  Upon consummation of the Transaction, we became a wholly-owned subsidiary of
Brickman Holdings.                                                              

  The holders of Brickman Holdings common stock, on a fully diluted basis, are
as follows                                                                      

                                                        [Enlarge/Download Table]

Holder:                                                                                      Percentage:
-------                                                                                      -----------
                                                                                                        
 Brickman family members....................................................................      52%   
 CIVC and associated investors (including Class L common stock with an aggregate liquidation            
   value of approximately $30.0 million)....................................................      37%   
 Management of The Brickman Group, Ltd......................................................      11%   
                                                                                                 ---    
   Total:...................................................................................     100%   

In addition, a management option pool equal to 13,156 shares of Brickman  
Holdings Class A non-voting common stock was established following the          
transaction.                                                                    

The address for the Brickman family is c/o The Brickman Group, Ltd., 375  
South Flowers Mill Road, Langhorne, Pennsylvania 19047 and the address of CIVC  
is 231 South LaSalle Street, Chicago, IL 60697. The address for senior          
management is c/o The Brickman Group, Ltd., 375 South Flowers Mill Road,        
Langhorne, Pennsylvania 19047.                                                  

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DESCRIPTION OF OTHER OBLIGATIONS  

Senior Credit Facility                                                          

  In connection with the Transaction, we entered into a senior credit facility
with Antares Capital Corporation, as Administrative Agent and Lead Arranger,    
and various other lenders.  Set forth below is a summary of the material terms  
of the senior credit facility.                                                  

 The senior credit facility provides for aggregate borrowings by us of up to
$80.0 million.  The senior credit facility provides for:                        

.   a $30.0 million six-year revolving credit facility and                  

.   a $50.0 million six-year term loan.                                     

We may borrow amounts under the revolving credit facility to provide a portion  
of the proceeds required for our current business and permitted acquisitions,   
to pay related fees and expenses and to fund working capital and general        
corporate needs.  All revolving loans incurred under the senior credit facility 
will mature six years from the date of closing.  Proceeds of the term loan were 
used as set forth under "Use of Proceeds."  As of March 31, 2003, there was $49 
million of outstanding indebtedness under the senior credit facility and        
approximately $26.8 million of unused borrowing capacity under the revolving    
credit facility for working capital and other corporate purposes, including     
acquisitions.                                                                   

The senior credit facility will be secured by:                        

.   a first priority security interest in all of our accounts, inventory,   
  equipment, instruments, documents, goods, deposit accounts, contracts,
     intellectual property, investment property and general intangibles and in
  all proceeds thereof (including insurance proceeds) and in that of our
subsidiaries, if any, subject to certain customary exceptions and   

.   a pledge of all capital stock of all of our direct and indirect domestic
subsidiaries, if any.                                               

 Our borrowings under the senior credit facility bear interest at a floating
rate which can be either a base rate or, at our option, a LIBOR rate.  Base     
rate is generally defined as the higher of (x) the prime rate appearing in a    
publication selected by the Administrative Agent and (y) the federal funds rate 
plus one half percent (1/2%) per annum, plus an applicable margin.  LIBOR loans 
generally bear interest at LIBOR, plus an applicable margin.  The initial       
applicable margin for the base rate loans and LIBOR loans was 1.75% and 3.00%,  
respectively, for both the revolving credit facility and the term loan          
facility.  The interest rate payable under the senior credit facility will      
increase by 2.00% per annum during the continuance of an event of default.      

 Under the senior credit facility we also have to pay commitment fees, which
are calculated at a rate per annum based on a percentage of the difference      
between committed amounts and amounts actually borrowed under the revolving     
credit facility.  The commitment fee is 0.50%.                                  

Prior to the maturity date, funds borrowed under the revolving credit     
facility may be borrowed, repaid and reborrowed, without premium or penalty.    
The term loan must be repaid in quarterly installments which initially are $5.0 
million per annum and increase over time to $12.0 million per annum.  The term  
loan will mature in 2008.                                                       

Voluntary prepayments of amounts outstanding under the senior credit      
facility are permitted at any time, so long as we give notice as required by    
the facility.  However, if a prepayment is made with respect to a LIBOR loan    
and the prepayment is made on a date other than an interest payment date, we    
must pay a fee to compensate the lender for losses and expenses incurred as a   
result of the prepayment.                                                       

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 In addition, we are required to prepay amounts outstanding under the senior
credit facility in an amount equal to:                                          

.   100% of the net proceeds from certain asset sales by us, subject to     
certain reinvestment provisions;                                    

.   up to 75% of excess cash flow, as defined in the senior credit facility;

.   100% of the net proceeds from the issuance of any equity or debt        
(excluding the proceeds we receive from the notes) by us, subject to
certain exceptions; and                                             

.   100% of insurance proceeds, subject to reinvestment provisions.         

The senior credit facility requires us to meet certain financial tests,   
including without limitation, a minimum fixed charge coverage ratio, minimum    
EBITDA, a maximum total debt to EBITDA ratio, a minimum total interest coverage 
ratio and maximum capital expenditures.  In addition, the senior credit         
facility contains certain covenants which, among other things, limit the        
incurrence of additional indebtedness, investments, dividends, transactions     
with affiliates, asset sales, acquisitions, capital expenditures, mergers and   
consolidations, prepayments of other indebtedness, liens and encumbrances and   
other matters customarily restricted in such agreements.                        

The senior credit facility contains customary events of default, including
without limitation, payment defaults, breaches of representations and           
warranties, covenant defaults, cross-defaults to certain other indebtedness in  
excess of specified amounts, certain events of bankruptcy and insolvency,       
judgment defaults in excess of specified amounts, failure of any guaranty or    
security document supporting the senior credit facility to be in full force and 
effect and a change of control.                                                 

Description of Brickman Holdings Class L Common Stock and Brickman Holdings     
Senior Redeemable Common Stock                                                  

Brickman Holdings Class L Common Stock                                      

Dividends.  Dividends on each share of Class L Common Stock accrue on a   
daily basis at a rate of 12% per annum of the sum of the liquidation value of   
such share, plus all accumulated and unpaid dividends thereon, and compound     
semi-annually.  Such dividends are cumulative and accrue whether or not they    
have been declared and whether or not there are profits, surplus or other funds 
of Brickman Holdings legally available therefore.  Such dividends will be paid  
when and as declared by the Board.                                              

Redemption.  Subject to prior payment in full of the notes, the Class L   
Common Stock will be subject to mandatory redemption upon the eighth            
anniversary of the closing date of the Transaction.  In addition, subject in    
each case to the prior payment in full of the notes, the Class L Common Stock   
will be subject to redemption at the option of the holders upon a change in     
control of Brickman Holdings.  Brickman Holdings may redeem the Class L Common  
Stock, subject to prior payment in full of the notes, immediately following the 
consummation of a qualified public offering.                                    

In connection with any redemption, Brickman Holdings will be required to  
redeem all of the outstanding Class L Common Stock then subject to redemption   
at a price per share equal to the liquidation value of such shares plus all     
accrued and unpaid dividends thereon plus each share's ratable share of all     
assets of Brickman Holdings after payment in full of the liquidation value of   
the Class L Common Stock and any other Brickman Holdings stock senior to        
Brickman Holdings' Class A Common Stock, determined by the market price of      
Brickman Holdings' Class A Common Stock, if publicly traded, or Brickman        
Holdings and the holders of a majority of the Class L Common (or a third party  
appraisal if they cannot agree).  If such redemption is in connection with a    
change in control during the first five years after the closing of the          
Transaction, Brickman Holdings must pay a premium (of 2% during the first three 
years and 1% during years four and five) on the liquidation value plus all      
accrued and unpaid dividends thereon.                                           

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Voting Rights.  Holders of Class L Common Stock do not have voting rights,
other than as required by law.                                                  

  Ranking.  The Class L Common Stock has a liquidation preference equal to the
purchase price per share, plus all accrued and unpaid dividends, and then       
participates ratably with the Class A Common Stock in any distributions made    
with respect to Brickman Holdings' Class A Common Stock.  The Class L Common    
Stock ranks senior to Brickman Holdings' Class A Common Stock and any other     
class of common stock not designated senior to the Class L Common Stock and     
pari passu with the Senior Redeemable Common Stock.                             

Convertibility.  The Class L Common Stock is convertible at the option of 
the holder, and automatically upon the consummation of a qualified public       
offering, into shares of Senior Redeemable Common Stock and Class A Common      
Stock representing 5.6% of the fully diluted common stock as of the closing of  
the Transaction, subject to dilution from management options of up to 7% of the 
fully diluted common stock to be issued with an exercise price equal to fair    
market value.  Prior to any redemption, put or call of the Class L Common       
Stock, the holders will have the option of converting the Class L Common Stock, 
in which case the Senior Redeemable Common Stock issued upon conversion shall   
remain subject to the anticipated redemption, put or call at the liquidation    
value thereof (including the premium if in connection with a change in control) 
and the Class A Common Stock issued upon conversion shall not be redeemed.  The 
Class L Common Stock receives customary weighted-average anti-dilution          
protection against dilution for sales of common stock below fair market value.  

Brickman Holdings Senior Redeemable Common Stock                          

 The Senior Redeemable Common Stock is reserved for issuance upon conversion
of the Class L Common Stock.  The Senior Redeemable Common Stock has rights and 
preferences identical to the Class L Common Stock, except it is not convertible 
or participating.                                                               

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DESCRIPTION OF THE NOTES  

You can find definitions of certain terms used in the following summary   
under "--Certain Definitions" and throughout this description.  For purposes of 
this "Description of the Notes," the term "we" or the "Company" means The       
Brickman Group, Ltd. and not any of its Subsidiaries.                           

We issued the notes under an indenture (the "Indenture"), dated as of     
December 20, 2002, among the Company, the Guarantors and Bank One, N.A., as     
trustee (the "Trustee").  The following is a summary of the material terms and  
provisions of the notes.  It does not include all of the provisions of the      
Indenture.  We urge you to read the Indenture because it defines your rights.   
The terms of the notes include those stated in the Indenture and those made     
part of the Indenture by reference to the Trust Indenture Act of 1939, as       
amended, as in effect on the date of the Indenture.  A copy of the Indenture    
may be obtained from the Company by any Holder or prospective investor upon     
request.                                                                        

Any notes that remain outstanding after completion of the exchange offer, 
together with the Exchange Notes issued in the exchange offer, will be treated  
as a single class of securities under the Indenture.                            

 Unless otherwise required by the context, references in this description to
the notes include the notes issued to the initial purchasers in a private       
transaction that was not subject to the registration requirements of the        
Securities Act and the Exchange Notes which have been registered under the      
Securities Act.                                                                 

Brief Description of the Notes and the Guarantees                               

The Notes                                                                   

The notes:                                                                

.   are general unsecured obligations of the Company;                       

.   are subordinated in right of payment to all existing and future Senior  
Indebtedness of the Company;                                        

 .   are senior in right of payment to any future subordinated Indebtedness of
the Company; and                                                    

.   will be unconditionally Guaranteed by any Guarantors.                   

The Guarantees                                                              

The notes were Guaranteed by the following Subsidiaries of the Company:   

.   Brookwood Landscape, Inc., a California corporation;                    

.   Brickman Sub, Inc., a Delaware corporation; and                         

 Each of such Subsidiaries merged into the Company, as of December 31, 2002.

The Guarantees of the notes:                                              

.   will be general unsecured obligations of any Guarantor;                 

.   will be subordinated in right of payment to all existing and future     
Senior Indebtedness of any Guarantor; and                           

.   will be senior in right of payment to any future subordinated           
Indebtedness of any Guarantor.                                      

The Transaction and the related financing transactions were completed on  
December 20, 2002. As of March 31, 2003, the Company and the then existing      
Guarantors had total Senior Indebtedness of approximately $49.8 million.  As    
indicated above and as discussed in detail below under "--Subordination,"       
payments on the notes and under the Guarantees are subordinated to the payment  
of Senior Indebtedness.  The Indenture permits us and the Guarantors to incur   
additional Senior Indebtedness.                                                 

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As of the date of the Indenture, all of our Subsidiaries were "Restricted 
Subsidiaries."  However, under the circumstances described below in the         
definition of "Unrestricted Subsidiary," we will be permitted to designate      
certain of our Subsidiaries as "Unrestricted Subsidiaries."  Unrestricted       
Subsidiaries will not be subject to many of the restrictive covenants in the    
Indenture.  Unrestricted Subsidiaries will not Guarantee the notes.  In the     
event of a bankruptcy, liquidation or reorganization of any of these            
non-Guarantor Subsidiaries, these non-Guarantor Subsidiaries will pay the       
holders of their debt and their trade creditors before they will be able to     
distribute any of their assets to the Company.                                  

The registered Holder of a note will be treated as the owner of it for all
purposes.  Only registered Holders will have rights under the Indenture and the 
registration rights agreement.                                                  

The notes offered hereby and any additional notes will be treated as a    
single class for all purposes under the Indenture, including waivers,           
amendments, redemptions and offers to purchase.                                 

Maturity, Interest and Principal                                                

  The Company is issuing $150.0 million in aggregate principal amount of notes
in this offering.  Additional notes may be issued from time to time, subject to 
the limitations set forth under "Certain Covenants--Limitation on Additional    
Indebtedness."  We will issue notes in denominations of $1,000 and integral     
multiples of $1,000.  The notes will mature on December 15, 2009.  The notes    
will bear interest at a rate of 11 3/4% per annum, which will be payable        
semiannually in arrears on each June 15 and December 15, commencing June 15,    
2003.  We will make interest payments to the persons who are Holders at the     
close of business on the immediately preceding June 1 and December 1,           
respectively.                                                                   

 Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the most recent date to which interest has 
been paid.  Interest will be computed on the basis of a 360-day year comprised  
of twelve 30-day months.  The interest rate on the notes is subject to          
increase, and such Additional Interest will be payable on the payment dates set 
forth above, in certain circumstances, if the notes (or other securities        
substantially similar to the notes) are not registered with the Commission      
within the prescribed time periods.  See "The Exchange Offer."                  

Redemption                                                                      

Optional Redemption.  Except as described below, the notes are not        
redeemable before December 15, 2006.  On one or more occasions thereafter, we   
may redeem the notes, in whole or in part, at the following redemption prices   
(expressed as a percentage of principal amount), if redeemed during the         
twelve-month period beginning on December 15 of each year listed below:         

                                                                [Download Table]

Year                Percentage
----                ----------
                              
2006...............  105.875% 
2007...............  102.938% 
2008 and thereafter  100.000% 

In addition, we must pay all accrued and unpaid interest on the notes     
redeemed.                                                                       

 Optional Redemption upon Equity Offerings.  On one or more occasions before
December 15, 2005, we may use the Net Proceeds of one or more Public Equity     
Offerings to redeem up to 35% of the original principal amount of the notes at  
a redemption price of 111.750% of the principal amount thereof plus accrued and 
unpaid interest thereon; provided that:                                         

(1) at least 65% of the original principal amount of the notes (including 
      any Exchange Notes) remains outstanding immediately after the occurrence
of any such redemption; and                                       

(2) any such redemption occurs not more than 90 days following the closing
of such Public Equity Offering.                                   

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Notwithstanding the foregoing, the Company may, from time to time, acquire
the notes in the open market or by undertaking a tender offer for the notes at  
any time, subject to the terms of the Indenture and applicable securities laws. 

Selection and Notice of Redemption                                              

 In the event that we choose to redeem less than all of the notes, selection
of the notes for redemption will be made by the Trustee either:                 

  (1) in compliance with the requirements of the principal national securities
exchange, if any, on which such notes are listed; or              

(2) on a pro rata basis or by lot or by such method as the Trustee shall  
deem fair and appropriate.                                        

If a partial redemption is made with the proceeds of a Public Equity      
Offering, the Trustee will select the notes or portion thereof only on a pro    
rata basis or on as nearly a pro rata basis as practicable, unless such method  
is prohibited.  Notice of redemption will be mailed by first-class mail at      
least 30 but not more than 60 days before the redemption date to each Holder at 
its registered address.  On and after any redemption date, interest will cease  
to accrue on the notes or portions thereof called for redemption unless we fail 
to redeem any such note.                                                        

Subordination                                                                   

The indebtedness represented by the notes will be subordinate in right of 
payment to the prior payment in full in cash of all existing and future Senior  
Indebtedness.  As of March 31, 2003, after giving effect to this offering and   
the application of the net proceeds as intended, the principal amount of        
outstanding Senior Indebtedness, on a consolidated basis, was $49.8 million.    
In addition, we had $30.0 million of undrawn commitments available under the    
Senior Credit Facility.  See "Risk Factors--Your right to receive payments on   
the notes is junior to our senior indebtedness and possibly all of our future   
borrowings.  Further, the guarantees of the notes, if any, will be junior to    
all of our guarantors' senior indebtedness and possibly to all their future     
borrowings."                                                                    

The holders of Senior Indebtedness of the Company will be entitled to     
receive payment in full in cash of all amounts due on or in respect of all      
Senior Indebtedness of the Company before the Holders will be entitled to       
receive any payment with respect to the notes in the event of any distribution  
to creditors of the Company:                                                    

(a) in a bankruptcy, reorganization, insolvency, receivership or similar  
    proceeding relating to the Company or to its creditors, as such, or to
its assets;                                                       

(b) in a liquidation, dissolution or other winding-up of the Company;     

(c) in an assignment for the benefit of creditors; or                     

(d) in any marshalling of assets or liabilities of the Company (all of the
    foregoing referred to herein individually as a "Bankruptcy Proceeding"
and collectively as "Bankruptcy Proceedings").                    

As a result of such subordination, in the event of any Bankruptcy         
Proceeding, Holders may recover less ratably than our creditors who are holders 
of Senior Indebtedness.                                                         

The Company also may not make any payment in respect of the notes if:     

(a) a Payment Default on Senior Indebtedness occurs or is continuing; or  

 (b) a Non-Payment Event of Default on Designated Senior Indebtedness occurs
   or is continuing and the Trustee receives a notice of such default (a
  "Payment Blockage Notice") from the Representative of any Designated
Senior Debt.                                                      

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Upon a Payment Default, any such prohibition shall continue until the     
Payment Default is cured, waived in writing or ceases to exist.                 

Upon a Non-Payment Event of Default on Designated Senior Indebtedness, no 
payment may be made on the notes for a period (a "Payment Blockage Period")     
beginning on the date the Trustee receives a Payment Blockage Notice of the     
Non-Payment Event of Default until (subject to any blockage under the preceding 
paragraph) the earliest of                                                      

(x) the date that is 179 days after the Trustee received the Payment
Blockage Notice,                                                          

    (y) the Non-Payment Event of Default has been cured or waived in writing
or ceased to exist or such Designated Senior Indebtedness has been paid in
full in cash, or                                                          

    (z) the Payment Blockage Period has been terminated by written notice to
the Company or the Trustee from the Representative.                       

No Payment Blockage Period can extend beyond 179 days from the date the Trustee 
receives the Payment Blockage Notice (the "Initial Blockage Period").  Any      
number of additional Payment Blockage Periods may be commenced during the       
Initial Blockage Period; provided, that no additional Payment Blockage Period   
can extend beyond the Initial Blockage Period so commenced during such Initial  
Blockage Period.  No new Payment Blockage Notice may be delivered unless and    
until 360 days have elapsed since the effectiveness of the immediately prior    
Payment Blockage Notice.  No event of default with respect to Designated Senior 
Indebtedness (other than a Payment Default) which existed or was continuing on  
the first day of any Payment Blockage Period can serve as the basis for a       
second Payment Blockage Period, unless such event of default has been cured or  
waived for at least 90 days.                                                    

The Company must promptly notify holders of Senior Indebtedness if payment
on the notes is accelerated because of an Event of Default.                     

Each Guarantee will, to the extent set forth in the Indenture, be         
subordinate in right of payment to the prior indefeasible payment and           
satisfaction in full in cash of all Senior Indebtedness of the respective       
Guarantor, including obligations of such Guarantor with respect to the Senior   
Credit Facility, including any guarantee thereof, and will be subject to the    
rights of holders of Designated Senior Indebtedness of such Guarantor to        
initiate blockage periods, upon substantially comparable terms to the           
subordination of the notes to all Senior Indebtedness.                          

If the Company or any Guarantor fails to make any payment on the notes or 
any Guarantee when due or within any applicable grace period, whether or not on 
account of payment blockage provisions, such failure would constitute an Event  
of Default under the Indenture.  See "--Events of Default."                     

 By accepting these notes, each Holder agrees to be bound by such provisions
and authorizes and expressly directs the Trustee, on his behalf, to take such   
action as may be necessary or appropriate to effectuate the subordination       
provided for in the Indenture and appoints the Trustee his attorney-in-fact for 
such purpose.                                                                   

Certain Covenants                                                               

The Indenture contains, among others, the following covenants.            

Limitation on Additional Indebtedness                                       

We will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness (including Acquired Indebtedness) other than 
Permitted Indebtedness.                                                         

Notwithstanding the foregoing, the Company and any Guarantors may incur   
Indebtedness (including Acquired Indebtedness) and the Restricted Subsidiaries  
of the Company that are not Guarantors may incur Acquired Indebtedness, in each 
case, if after giving effect to the incurrence of such Indebtedness and the     
receipt and application of the proceeds thereof, the Company's Consolidated     
Fixed Charge Coverage Ratio is at least (i)                                     

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2.0 to 1 if the date of such incurrence is on or prior to December 31, 2005 or  
(ii) 2.25 to 1 if the date of such incurrence is after December 31, 2005 (the   
"Coverage Ratio Exception").                                                    

Limitation on Restricted Payments                                           

The Company will not make, and will not permit any of its Restricted      
Subsidiaries to, directly or indirectly, make, any Restricted Payment, unless:  

 (a) no Default or Event of Default shall have occurred and be continuing at
the time of or immediately after giving effect to such Restricted 
Payment;                                                          

 (b) immediately before, and after giving effect to such Restricted Payment,
the Company could incur $1.00 of additional Indebtedness under the
Coverage Ratio Exception; and                                     

(c) immediately after giving effect to such Restricted Payment, the       
   aggregate of all Restricted Payments declared or made after the Issue
   Date (excluding payments made pursuant to clauses (b), (c), (d), (e),
      (f), (g), (i) and (j) of the next paragraph) does not exceed the sum of:

     (i) 50% of the Consolidated Net Income accrued during the period (treated
       as one accounting period) from September 30, 2002 to the end of the
   most recent fiscal quarter prior to the date of such Restricted
         Payment (or, in case such Consolidated Net Income shall be a deficit,
minus 100% of such deficit), plus                           

(ii) 100% of the aggregate Net Proceeds and the fair market value of  
       securities or other property received by the Company from the issue
or sale, after the Issue Date, of Capital Stock (other than 
        Disqualified Capital Stock or Capital Stock of the Company issued to
        any Subsidiary of the Company) of the Company or any Indebtedness or
      other securities of the Company convertible into or exercisable or
   exchangeable for Capital Stock (other than Disqualified Capital
     Stock) of the Company that have been so converted or exercised or
exchanged, as the case may be, plus                         

(iii)without duplication of any amounts included in clause (ii) above,
 100% of the aggregate net proceeds of any equity contribution
        received by the Company from a holder of the Company's Capital Stock
   (excluding, in the case of clauses (ii) and (iii), any net cash
       proceeds from a Public Equity Offering to the extent used to redeem
the notes in compliance with the provisions set forth under 
    "--Redemption--Optional Redemption upon Equity Offerings"), plus

(iv) to the extent not included in the calculation of Consolidated Net
  Income referred to in subclause (i) above, an amount equal to,
without duplication:                                        

         (1) 100% of the cash return of capital with respect to any Investment
         received by the Company or any Restricted Subsidiary upon the
     sale or other disposition of any Investment (other than a
       Permitted Investment) made by the Company or any Restricted
Subsidiary since the Issue Date, plus               

(2) the net reduction in Investments (other than Permitted  
           Investments) in any Person resulting from dividends, repayments
           of loans or advances or other transfers of assets subsequent to
         the Issue Date, in each case to the Company or any Restricted
Subsidiary from such Person, plus                   

      (3) the portion (proportionate to the Company's equity interest in
            such Subsidiary) of the cash return of capital in respect of the
       net assets of such Unrestricted Subsidiary at the time such
          Unrestricted Subsidiary is designated, or liquidated or merged
into, a Restricted Subsidiary,                      

     provided, however, that the sum of clauses (1), (2) and (3) above shall
     not exceed the aggregate amount of all such Investments made subsequent
to the Issue Date.                                                

For purposes of determining under this clause (c) the amount expended for       
Restricted Payments, cash distributed shall be valued at the face amount        
thereof and property other than cash shall be valued at its fair market value   
determined, in good faith, by the Board of Directors of the Company.            

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The provisions of this covenant shall not prohibit:                       

  (a) the payment of any dividend within 60 days after the date of declaration
     thereof, if at such date of declaration such dividend would comply with
the provisions of the Indenture,                                  

(b) the repurchase, redemption or other acquisition or retirement of any  
    shares of Capital Stock of the Company or subordinated Indebtedness by
conversion into, or by or in exchange for, shares of Capital Stock
    (other than Disqualified Capital Stock), or out of the Net Proceeds of
      the substantially concurrent capital contribution or sale (other than to
  a Subsidiary of the Company) of other shares of Capital Stock of the
Company (other than Disqualified Capital Stock),                  

  (c) the redemption or retirement of Indebtedness of the Company subordinated
     in right of payment to the notes in exchange for, by conversion into or
 out of the Net Proceeds of a substantially concurrent incurrence of
    Indebtedness (other than any Indebtedness owed to a Subsidiary) of the
  Company that is contractually subordinate in right of payment to the
      notes to at least the same extent as the subordinated Indebtedness being
redeemed or retired,                                              

  (d) the retirement of any shares of Disqualified Capital Stock by conversion
    into, or by exchange for, shares of Disqualified Capital Stock, or out
     of the Net Proceeds of the substantially concurrent sale (other than to
  a Subsidiary of the Company) of other shares of Disqualified Capital
Stock,                                                            

(e) so long as no Default or Event of Default shall have occurred and be  
   continuing, at the time of or immediately after giving effect to such
      payment, the purchase, redemption or other acquisition for value (or any
     dividend or distribution made by the Company to the Company's direct or
  indirect parent to fund such purchase, redemption or acquisition) of
shares of Capital Stock (other than Disqualified Capital Stock) or
     options on such shares of Capital Stock of the Company or the Company's
direct or indirect parent held by officers or employees or former 
  officers or employees (or their estates or beneficiaries under their
estates) of the Company or Holdco or any of their respective      
   Subsidiaries upon the death, disability, retirement or termination of
  employment of such current or former officers or employees; provided
      that the aggregate cash consideration paid, or distributions or payments
  made, for all such repurchased, redeemed, acquired or retired Equity
Interests shall not exceed in any calendar year $2.0 million (with
  unused amounts in any calendar year being carried over to succeeding
      calendar years (without giving effect to the following proviso)) or $5.0
      million in the aggregate from and after the Issue Date; provided further
     that such amount in any calendar year may be increased by the amount of
    the cash proceeds from the sale of Capital Stock of the Company or its
      direct or indirect parent (to the extent the proceeds are contributed to
      the capital of the Company, its direct or indirect parent) to members of
    management, directors, employees or consultants of the Company and its
Subsidiaries that occurs after the Issue Date,                    

(f) the defeasance, redemption, repurchase or other acquisition of        
   subordinated Indebtedness of the Company or any Restricted Subsidiary
with the net cash proceeds from an incurrence of Refinancing      
Indebtedness,                                                     

 (g) repurchases of Capital Stock deemed to occur upon the cashless exercise
of stock options and warrants,                                    

(h) payments made or performance under the Indemnity Agreement,           

 (i) the payment of dividends, other distributions, loans, advances or other
amounts by us to the Company's direct or indirect parent to pay   
      corporate overhead incurred in the ordinary course of business, up to an
  aggregate under this clause (i) of $500,000 per fiscal year plus any
       bona fide indemnification claims made by directors or officers of Holdco,

(j) the declaration and payment of dividends to, or the making of loans in
amounts required for such party to pay:                           

(i) franchise taxes and other fees, taxes and expenses required to  
maintain its corporate existence, and                       

(ii) federal, state and local income taxes, to the extent such income 
      taxes are attributable to the income of Holdco; provided, however,
       that in each case the amount of such payments in any fiscal year do

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         not exceed the amount that Holdco would be required to pay in respect
        of federal, state and local taxes for such fiscal period were Holdco
to pay such taxes as a stand-alone taxpayer, and            

 (k) so long as no Default has occurred and is continuing or would be caused
     thereby, other Restricted Payments in an aggregate amount not to exceed
$7.5 million since the date of the Indenture.                     

 Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted    
Payment is permitted and setting forth the basis upon which the calculations    
required by this covenant "Limitation on Restricted Payments" were computed,    
which calculations may be based upon the Company's latest available financial   
statements and, to the extent that the absence of a Default or an Event of      
Default is a condition to the making of such Restricted Payment, that no        
Default or Event of Default exists and is continuing and no Default or Event of 
Default will occur immediately after given effect to any Restricted Payments.   

Limitation on Other Senior Subordinated Debt                                

  The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, incur, contingently or otherwise, any Indebtedness  
(other than the notes and the Guarantees, as the case may be) that is both:     

  (a) subordinate in right of payment to any other Indebtedness of the Company
or its Restricted Subsidiaries, as the case may be, and           

 (b) senior in right of payment to the notes and the Guarantees, as the case
may be.                                                           

For the purposes of this covenant, Indebtedness is deemed to be senior in right 
of payment to the notes and the Guarantees, as the case may be, if it is not    
explicitly subordinate in right of payment to Senior Indebtedness at least to a 
substantially similar extent as the notes and the Guarantees, as the case may   
be, are subordinate to Senior Indebtedness.                                     

  No Indebtedness will be deemed to be subordinated in right of payment to any
other Indebtedness of the Company or any Restricted Subsidiary solely by virtue 
of being unsecured.                                                             

Limitations on Liens                                                        

  The Company will not, and will not permit any of its Restricted Subsidiaries
to, create, incur or otherwise cause or suffer to exist or become effective any 
Liens of any kind, other than Permitted Liens, upon any property or asset of    
the Company or any Restricted Subsidiary or any shares of stock or debt of any  
Restricted Subsidiary which owns property or assets, now owned or hereafter     
acquired, unless:                                                               

(a) if such Lien secures Indebtedness that is pari passu with the notes,  
then the notes are secured on an equal and ratable basis with the 
    obligations so secured until such time as such obligation is no longer
secured by a Lien; or                                             

(b) if such Lien secures Indebtedness that is subordinated to the notes,  
then the notes are secured on a senior basis to the obligations so
  secured until such time as such obligation is no longer secured by a
Lien.                                                             

Limitation on Transactions with Affiliates                                  

  The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, enter into, amend or suffer to exist any            
transaction or series of related transactions that are similar or part of a     
common plan (including, without limitation, the sale, purchase, exchange or     
lease of assets, property or services) with any Affiliate (each, an "Affiliate  
Transaction") or extend, renew, waive or otherwise materially amend or modify   
the terms of any Affiliate Transaction entered into prior to the Issue Date     
unless:                                                                         

(a) such Affiliate Transaction is between or among the Company and/or its 
Wholly-Owned Subsidiaries; or                                     

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  (b) the terms of such Affiliate Transaction are at least as favorable as the
terms that could be obtained by the Company or such Restricted    
    Subsidiary, as the case may be, in a comparable transaction made on an
arm's-length basis between unaffiliated parties.                  

In any Affiliate Transaction involving an amount or having a fair market  
value in excess of $3.0 million that is not permitted under clause (a) above,   
the Company must obtain a resolution of the Board of Directors of the Company   
certifying that such Affiliate Transaction complies with clause (b) above.  In  
any Affiliate Transaction involving an amount or having a fair market value in  
excess of $10.0 million that is not permitted under clause (a) above (other     
than any sale by the Company of its Capital Stock that is not Disqualified      
Capital Stock), the Company must obtain a written opinion as to the fairness of 
such a transaction from an independent investment banking firm of national      
reputation in the United States.                                                

The foregoing provisions will not apply to:                               

(a) any Restricted Payment that is not prohibited by the provisions       
     described under "--Limitation on Restricted Payments" contained herein;

(b) reasonable fees and compensation paid to, and indemnity provided on   
      behalf of, officers, directors, employees or consultants of the Company,
      any Restricted Subsidiary or direct or indirect parent of the Company as
    determined in good faith by the Company's Board of Directors or senior
     management and any employment agreement containing terms contemplate by
the foregoing;                                                    

(c) payments made or performance under (i) the Indemnity Agreement or (ii)
    any other agreement as in effect as of the Issue Date or any amendment
    thereto or any transaction contemplated thereby (including pursuant to
    any amendment thereto) or in any replacement agreement thereto so long
as any such amendment or replacement agreement is not more        
      disadvantageous to the Holders in any material respect than the original
agreement as in effect on the Issue Date;                         

(d) any transaction permitted by the Indenture under the provision        
"--Merger, Consolidation or Sale of Assets";                      

(e) any commercial banking or lending arrangements made with Affiliates of
CIVC on arm's-length terms;                                       

(f) the payment of reasonable and customary management, consulting and    
advisory fees and related expenses to CIVC up to a maximum of $1.0
million per year;                                                 

(g) the payment of reasonable and customary advisory, closing and         
     transaction fees and related expenses of CIVC (excluding the management
    fee referred to in clause (f) above) including, but not limited to, in
      connection with acquisitions, divestitures and financings by the Company
     or any Restricted Subsidiary and approved by the Board of Directors, in
good faith;                                                       

  (h) transactions with suppliers or other purchasers for the sale or purchase
      of goods in the ordinary course of business that, in the judgment of the
Board of Directors, are on terms at least as favorable as might   
reasonably have been obtained from an unaffiliated third party;   

(i) issuance of Capital Stock or Indebtedness for cash or non-cash        
  consideration that is otherwise permitted under the Indenture to any
Person; and                                                       

(j) transactions with a Person that is an Affiliate of the Company solely 
    because the Company or any Restricted Subsidiary owns Capital Stock in
  such Person; provided that no Affiliate of the Company (other than a
Restricted Subsidiary) owns Capital Stock in such Person.         

Limitation on Certain Asset Sales                                           

  The Company will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:                                            

 (a) The Company or such Restricted Subsidiary, as the case may be, receives
  consideration at the time of such sale or other disposition at least
equal to the fair market value thereof; and                       

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(b) not less than 75% of the consideration received by the Company or its 
   Subsidiaries, as the case may be, is in the form of cash or Temporary
Cash Investments.                                                 

 For purposes of clause (b) above, the following shall be deemed to be cash:

(1) the amount (without duplication) of any Indebtedness (other than      
    Subordinated Obligations) of the Company or such Restricted Subsidiary
     that is expressly assumed by the transferee in such Asset Sale and with
     respect to which the Company or such Restricted Subsidiary, as the case
     may be, is unconditionally released by the holder of such Indebtedness;
and                                                               

(2) the amount of any obligations received from such transferee that are  
    within 90 days repaid, converted into or sold or otherwise disposed of
  for cash or Temporary Cash Investments (to the extent of the cash or
Temporary Cash Investments actually so received).                 

If the Company or any Restricted Subsidiary engages in an Asset Sale, the 
Company or a Restricted Subsidiary shall, no later than 365 days following the  
consummation thereof, apply an amount equal to all or any of the Asset Sale     
Proceeds therefrom as follows:                                                  

 (1) to repay Senior Indebtedness; provided, however that any such repayment
    shall result in a permanent reduction of the commitments thereunder in
an amount equal to the principal amount so repaid; and/or         

(2) to make an investment in assets, including Capital Stock or other     
securities purchased in connection with the acquisition of Capital
Stock, or property of another Person used or useful in businesses 
    similar or ancillary to the business of the Company or such Restricted
   Subsidiary as conducted at the time of such Asset Sale, provided that
      such investment occurs on or prior to the 366th day following receipt of
such Asset Sale Proceeds (the "Reinvestment Date").               

The amount of Available Asset Sale Proceeds not applied or invested as provided 
in this paragraph will constitute "Excess Proceeds."  When the aggregate amount 
of Excess Proceeds equals or exceeds $10.0 million (at which time, the entire   
unutilized Excess Proceeds, and not just the amount in excess of $10.0 million, 
shall be applied as required pursuant to this paragraph), the Company will be   
required to make an offer to purchase at a purchase price in cash equal to 100% 
of the principal amount thereof plus accrued and unpaid interest from all       
Holders an aggregate principal amount of notes equal to the amount of such      
Excess Proceeds (an "Excess Proceeds Offer") in accordance with the procedures  
set forth in the Indenture.                                                     

 If an Excess Proceeds Offer is not fully subscribed, the Company may retain
the portion of the Excess Proceeds not required to repurchase notes and use     
such portion for general corporate purposes not otherwise prohibited by the     
Indenture, and such retained portion will not be considered in the calculation  
of Excess Proceeds with respect to any subsequent offer to purchase notes.      
Upon completion of each such Excess Proceeds Offer, the amount of Excess        
Proceeds will be reset at zero.                                                 

If the Company is required to make an Excess Proceeds Offer, the Company  
shall mail, within 30 days following the Reinvestment Date, a notice to the     
Holders stating, among other things:                                            

(a) that such Holders have the right to require the Company to apply the  
  Excess Proceeds to repurchase such notes at a purchase price in cash
   equal to 100% of the aggregate principal amount thereof together with
   accrued and unpaid interest, if any, thereon to the date of purchase;

 (b) the purchase date, which shall be no earlier than 30 days and not later
than 60 days from the date such notice is mailed;                 

(c) the instructions, determined by the Company, that each Holder must    
follow in order to have such notes repurchased; and               

  (d) the calculations used in determining the amount of Excess Proceeds to be
applied to the repurchase of such notes.                          

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  In the event of the transfer of substantially all of the property and assets
of the Company and its Restricted Subsidiaries as an entirety to a Person in a  
transaction permitted under "--Merger, Consolidation or Sale of Assets" below,  
the successor Person will be deemed to have sold the properties and assets of   
the Company and its Restricted Subsidiaries not so transferred for purposes of  
this covenant, and must comply with the provisions of this covenant with        
respect to such deemed sale as if it were an Asset Sale.                        

The Company will comply with the requirements of Rule 14e-1 under the     
Exchange Act and other securities laws and regulations thereunder to the extent 
such laws and regulations are applicable in connection with the repurchase of   
notes pursuant to an Excess Proceeds Offer.  To the extent that the provisions  
of any securities laws or regulations conflict with the "Asset Sale" provisions 
of the Indenture, the Company will comply with the applicable securities laws   
and regulations and will not be deemed to have breached its obligations under   
the "Asset Sale" provisions of the Indenture by virtue thereof.                 

Limitation on Preferred Stock of Restricted Subsidiaries                    

The Company will not permit any Restricted Subsidiary that is not a       
Guarantor to issue any Preferred Stock, except Preferred Stock issued to the    
Company or a Restricted Subsidiary, or permit any Person, other than the        
Company or a Subsidiary, to hold any such Preferred Stock unless the Company or 
such Restricted Subsidiary would be entitled to incur or assume Indebtedness    
under the covenant described under "--Limitation on Additional Indebtedness" in 
an aggregate principal amount equal to the aggregate liquidation value of the   
Preferred Stock to be issued.                                                   

Limitation on Dividend and Other Payment Restrictions Affecting Restricted  
Subsidiaries                                                                

  The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or     
become effective any encumbrance or restriction on the ability of any           
Restricted Subsidiary of the Company to                                         

(a)  (i) pay dividends or make any other distributions to the Company or any
Restricted Subsidiary of the Company                      

(A) on its Capital Stock, or                                

  (B) with respect to any other interest or participation in, or
measured by, its profits, or                        

   (ii) repay any Indebtedness or any other obligation owed to the Company
or any Restricted Subsidiary of the Company;              

  (b) make loans or advances or capital contributions to the Company or any of
its Restricted Subsidiaries; or                                   

(c) transfer any of its properties or assets to the Company or any of its 
Restricted Subsidiaries,                                          

except for such encumbrances or restrictions existing under or by reason of:    

  (i)  encumbrances or restrictions existing on the Issue Date to the extent
        and in the manner such encumbrances and restrictions were in effect on
     the Issue Date, including without limitation pursuant to the Senior
Credit Facility,                                              

(ii) the Indenture, the notes and the Guarantees,                       

(iii) applicable law,                                                     

 (iv) any instrument governing Acquired Indebtedness, which encumbrance or
   restriction is not applicable to any Person, or the properties or
        assets of any Person, other than the Person, or the property or assets
     of the Person, including any Subsidiary of the Person, so acquired,

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(v)  customary provisions in leases or other agreements entered in the  
ordinary course of business,                                  

(vi) Refinancing Indebtedness; provided that such restrictions are not  
    materially more restrictive than those contained in the agreements
 governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded,                               

(vii) customary restrictions in security agreements or mortgages securing 
      Indebtedness of the Company or a Restricted Subsidiary to the extent
    such restrictions restrict the transfer of the property subject to
such security agreements and mortgages,                       

(viii) customary restrictions with respect to a Restricted Subsidiary of the
     Company pursuant to an agreement that has been entered into for the
      sale or disposition of all or substantially all of the Capital Stock
or assets of such Restricted Subsidiary,                      

(ix) any agreement relating to a Sale and Lease-Back transaction or     
        Capitalized Lease Obligation, but only on the property subject to such
    transaction or Capitalized Lease Obligation and only to the extent
        that such restrictions or encumbrances are customary with respect to a
     Sale and Lease-Back transaction or Capitalized Lease Obligation, or

(x)  any other agreement, instrument or document relating to Senior     
Indebtedness hereafter in effect, provided that the terms and 
    conditions of such encumbrances or restrictions are not materially
more restrictive taken as a whole than those encumbrances or  
       restrictions imposed in connection with the Senior Credit Facility as
in effect on the date of the Indenture.                       

Limitation on Conduct of Business                                           

The Company and its Restricted Subsidiaries will not engage in any        
businesses which are not the same, similar, ancillary, related to or constitute 
a reasonable extension of the businesses in which the Company and its           
Restricted Subsidiaries were engaged in on the Issue Date.                      

Additional Subsidiary Guarantees                                            

  Each domestic Restricted Subsidiary acquired or created shall at the time it
has either assets or stockholder's equity in excess of $100,000 execute a       
guarantee in the form attached to the Indenture and reasonably satisfactory in  
form and substance to the Trustee (and with such documentation relating thereto 
as the Trustee shall require, including, without limitation, a supplement or    
amendment to the Indenture and opinions of counsel as to the enforceability of  
such guarantee), pursuant to which such Restricted Subsidiary shall become a    
Guarantor.                                                                      

Limitation on Sale and Lease-Back Transactions                              

The Company will not, and will not permit any Restricted Subsidiary to,   
enter into any Sale and Lease-Back Transaction unless:                          

  (a) the consideration received in such Sale and Lease-Back Transaction is at
least equal to the fair market value of the property sold,        

  (b) the Company could incur the Attributable Indebtedness in respect of such
Sale and Lease-Back Transaction in compliance with the covenant   
described under "--Limitation on Additional Indebtedness" and     
  (c) any proceeds are applied in accordance with the covenant described under
"--Limitation on Certain Asset Sales."                            

Payments for Consent                                                        

The Company will not, and will not permit any of its Subsidiaries to,     
directly or indirectly, pay or cause to be paid any consideration, whether by   
way of interest, fee or otherwise, to any Holder of any notes for or as an      

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inducement to any consent, waiver or amendment of any of the terms or           
provisions of the Indenture or the notes unless such consideration is offered   
to be paid or agreed to be paid to all Holders which so consent, waive or agree 
to amend in the time frame set forth in solicitation documents relating to such 
consent, waiver or amendment.                                                   

Change of Control Offer                                                         

Within 30 days of the occurrence of a Change of Control, the Company shall
notify the Trustee in writing of such occurrence and shall make an offer to     
purchase (the "Change of Control Offer") the outstanding notes at a purchase    
price equal to 101% of the principal amount thereof together with any accrued   
and unpaid interest thereon, if any, to the Change of Control Payment Date (as  
hereinafter defined) (such applicable purchase price being hereinafter referred 
to as the "Change of Control Purchase Price") in accordance with the procedures 
set forth in this covenant.                                                     

Within 30 days of the occurrence of a Change of Control, the Company also 
shall:                                                                          

(a) cause a notice of the Change of Control Offer to be sent at least once
   to the Dow Jones News Service or similar business news service in the
United States; and                                                

(b) send by first-class mail, postage prepaid, to the Trustee and to each 
Holder, at the address appearing in the register maintained by the
Registrar of the notes, a notice stating:                         

  (i)  that the Change of Control Offer is being made pursuant to this
          covenant and that all notes tendered will be accepted for payment,
           and otherwise subject to the terms and conditions set forth herein;

    (ii) the Change of Control Purchase Price and the purchase date (which
         shall be a business day no earlier than 20 business days from the
           date such notice is mailed (the "Change of Control Payment Date"));

    (iii) that any note not tendered will remain outstanding and continue to
accrue interest;                                        

    (iv) that, unless the Company defaults in the payment of the Change of
          Control Purchase Price, any notes accepted for payment pursuant to
        the Change of Control Offer shall cease to accrue interest after
the Change of Control Payment Date;                     

 (v)  that Holders accepting the offer to have their notes purchased
           pursuant to a Change of Control Offer will be required to surrender
    the notes, with the form entitled "Option of Holder to Elect
           Purchase" on the reverse of the note completed, to the Paying Agent
    at the address specified in the notice prior to the close of
    business on the business day preceding the Change of Control
Payment Date;                                           

    (vi) that Holders will be entitled to withdraw their acceptance if the
          Paying Agent receives, not later than the close of business on the
          third business day preceding the Change of Control Payment Date, a
           telegram, telex, facsimile transmission or letter setting forth the
           name of the Holder, the principal amount of the notes delivered for
     purchase, and a statement that such Holder is withdrawing his
election to have such notes purchased;                  

   (vii) that Holders whose notes are being purchased only in part will be
     issued new notes equal in principal amount to the unpurchased
           portion of the notes surrendered, provided that each note purchased
       and each such new note issued shall be in an original principal
         amount in denominations of $1,000 and integral multiples thereof;

  (viii) any other procedures that a Holder must follow to accept a Change
     of Control Offer or effect withdrawal of such acceptance; and

(ix) the name and address of the Paying Agent.                    

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On the Change of Control Payment Date, the Company shall, to the extent   
lawful:                                                                         

(a) accept for payment notes or portions thereof tendered pursuant to the 
Change of Control Offer;                                          

  (b) deposit with the Paying Agent money sufficient to pay the purchase price
of all notes or portions thereof so tendered; and                 

(c) deliver or cause to be delivered to the Trustee notes so accepted     
  together with an Officers' Certificate stating the notes or portions
thereof tendered to the Company.                                  

The Paying Agent shall promptly mail to each Holder so accepted payment in
an amount equal to the purchase price for such notes, and the Company shall     
execute and issue, the Guarantors, if any, shall endorse the Guarantee and the  
Trustee shall promptly authenticate and mail to such Holder, a new note equal   
in principal amount to any unpurchased portion of the notes surrendered;        
provided that each such new note shall be issued in an original principal       
amount in denominations of $1,000 and integral multiples thereof.               

Prior to complying with any of the procedures of this "Change of Control" 
covenant, but in any event within 30 days following any Change of Control, the  
Company covenants to                                                            

    (1) repay in full all obligations and terminate all commitments under or
in respect of all Senior Indebtedness the terms of which prohibit the     
 purchase by the Company of the notes upon a Change of Control in compliance
with the terms of this covenant or offer to repay in full all obligations 
and terminate all commitments under or in respect of all such Senior      
 Indebtedness and repay the Senior Indebtedness owed to each such lender who
has accepted such offer; or                                               

   (2) obtain the requisite consents under all such Senior Indebtedness to
permit the repurchase of the notes as described above.                    

The Company must first comply with the covenant described in the preceding      
sentence before it shall be required to purchase notes in the event of a Change 
of Control; provided that the Company's failure to comply with the covenant     
described in the preceding sentence will constitute an Event of Default         
described in clause (3) under "Events of Default" below if not cured within 60  
days after the notice required by such clause.  As a result of the foregoing, a 
Holder may not be able to compel the Company to purchase the notes unless the   
Company is able at the time to refinance all of the obligations under or in     
respect of the Senior Credit Facility or obtain requisite consents under the    
Senior Credit Facility.  Failure by the Company to make a Change of Control     
Offer when required by the Indenture constitutes a default under the Indenture  
and, if not cured within 60 days after notice, constitutes an Event of Default. 

The Indenture requires that (A) if either the Company or any Subsidiary   
thereof has issued any outstanding (i) Indebtedness that is subordinate in      
right of payment to the notes; or (ii) Preferred Stock, and the Company or any  
Subsidiary is required to make a change of control offer or to make a           
distribution with respect to such subordinated Indebtedness or Preferred Stock  
in the event of a change of control, the Company shall not consummate any such  
offer or distribution with respect to such subordinated Indebtedness or         
Preferred Stock until such time as the Company shall have paid the Change of    
Control Purchase Price in full to the Holders that have accepted the Company's  
Change of Control Offer and shall otherwise have consummated the Change of      
Control Offer made to Holders and (B) the Company will not issue Indebtedness   
that is subordinate in right of payment to the notes or Preferred Stock with    
change of control provisions requiring the payment of such Indebtedness or      
Preferred Stock prior to the payment of the notes in the event of a Change in   
Control under the Indenture.                                                    

The Company will comply with the requirements of Rule 14e-1 under the     
Exchange Act and any other securities laws and regulations thereunder to the    
extent such laws and regulations are applicable in connection with the          
repurchase of notes pursuant to a Change of Control Offer.  To the extent that  
the provisions of any securities laws or regulations conflict with the "Change  
of Control" provisions of the Indenture, the Company                            

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will comply with the applicable securities laws and regulations and will not be 
deemed to have breached its obligations under the "Change of Control"           
provisions of the Indenture by virtue thereof.                                  

Merger, Consolidation or Sale of Assets                                         

The Company will not, nor will they permit any Guarantor to, consolidate  
with, merge with or into, or transfer all or substantially all of its assets    
(as an entirety or substantially as an entirety in one transaction or a series  
of related transactions) to, any Person unless (in the case of the Company or   
any Guarantor):                                                                 

(a) the Company or such Guarantor, as the case may be, shall be the       
 continuing Person, or the Person (if other than the Company or such
  Guarantor) formed by such consolidation or into which the Company or
      such Guarantor, as the case may be, is merged or to which the properties
  and assets of the Company or such Guarantor, as the case may be, are
   transferred shall be a corporation (or, in the case of the Company, a
      corporation, limited liability company or limited partnership) organized
      and existing under the laws of the United States or any State thereof or
    the District of Columbia and shall expressly assume, by a supplemental
  Indenture, executed and delivered to the Trustee, in form reasonably
   satisfactory to the Trustee, all of the obligations of the Company or
    such Guarantor, as the case may be, under the notes and the guarantees
     and the Indenture, and the obligations under the Indenture shall remain
     in full force and effect; provided, that at any time the Company or its
      successor is a limited partnership or a limited liability company, there
shall be a co-issuer of the notes that is a corporation;          

(b) immediately before and immediately after giving effect to such        
    transaction, no Default or Event of Default shall have occurred and be
continuing; and                                                   

(c) immediately after giving effect to such transaction and the use of any
     net proceeds therefrom, the Company or such Person could incur at least
  $1.00 of additional Indebtedness, other than Permitted Indebtedness,
under the Coverage Ratio Exception;                               

provided that a Person that is a Guarantor may merge into the Company (with the 
Company being the surviving entity) or another Person that is a Guarantor       
without complying with clause (c).                                              

In connection with any consolidation, merger or transfer of assets        
contemplated by this provision, the Company shall deliver, or cause to be       
delivered, to the Trustee, in form and substance reasonably satisfactory to the 
Trustee, an Officers' Certificate and an opinion of counsel, each stating that  
such consolidation, merger or transfer and the supplemental indenture in        
respect thereto comply with this provision and that all conditions precedent    
herein provided for relating to such transaction or transactions have been      
complied with.                                                                  

Guarantees                                                                      

The notes will be unconditionally guaranteed on an unsecured senior       
subordinated basis by the Guarantors. The Guarantors shall at all times remain  
Wholly-Owned Subsidiaries of the Company for so long as the Guarantors remain   
Subsidiaries of the Company.  All payments pursuant to the Guarantees by the    
Guarantors will be unconditionally subordinate in right of payment to the prior 
indefeasible payment and satisfaction in full in cash of all Senior             
Indebtedness of the Guarantor, to the same extent and in the same manner that   
all payments pursuant to the notes are subordinate in right of payment to the   
prior payment in full in cash of all Senior Indebtedness.                       

  The obligations of each Guarantor are limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such       
Guarantor, including, without limitation, any Guarantees of Senior              
Indebtedness, and after giving effect to any collections from or payments made  
by or on behalf of any other Guarantor in respect of the obligations of such    
other Guarantor under its Guarantee or pursuant to its contribution obligations 
under the Indenture, result in the obligations of such Guarantor under the      
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under 
federal or state law.  Each Guarantor that makes a payment or                   

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distribution under a Guarantee shall be entitled to a contribution from each    
other Guarantor in a pro rata amount based on the Adjusted Net Assets of each   
Guarantor.                                                                      

A Guarantor shall be released from all of its obligations under its       
Guarantee if all or substantially all of its assets are sold or all of its      
Capital Stock is sold, in each case in a transaction in compliance with the     
covenant described under "Certain Covenants--Limitation on Certain Asset        
Sales," or the Guarantor merges with or into or consolidates with, or transfers 
all or substantially all of its assets to, the Company or another Guarantor in  
a transaction in compliance with "--Merger, Consolidation or Sale of Assets,"   
or such Guarantor has been designated as an Unrestricted Subsidiary in          
accordance with the term of the Indenture, and such Guarantor has delivered to  
the Trustee an Officers' Certificate and an opinion of counsel, each stating    
that all conditions precedent herein provided for relating to such transaction  
have been complied with.                                                        

Events of Default                                                               

The following events are defined in the Indenture as "Events of Default": 

  (1) default in payment of any principal of, or premium, if any, on the notes
whether at maturity, upon acceleration or redemption or otherwise,
  whether or not such payment shall be prohibited by the subordination
provisions of the Indenture;                                      

(2) default for 30 days, whether or not such payment is prohibited by the 
      subordination provisions of the Indenture, in payment of any interest on
the notes;                                                        

  (3) default by the Company or any Guarantor in the observance or performance
   of any other covenant in the notes or the Indenture for 30 days after
    written notice from the Trustee or the Holders of not less than 25% in
     aggregate principal amount of the notes then outstanding (except in the
case of a default with respect to the "--Change of Control" or    
"--Merger, Consolidation or Sale of Assets" covenant which will   
     constitute an Event of Default with such notice requirement but without
such passage of time requirement);                                

(4) default in the payment at final maturity (after giving effect to any  
  applicable grace period) of principal in an aggregate amount of $7.5
    million or more with respect to any Indebtedness of the Company or any
Restricted Subsidiary thereof, or the acceleration of any such    
    Indebtedness aggregating $7.5 million or more, which default shall not
     be cured, waived or postponed pursuant to an agreement with the holders
     of such Indebtedness within 30 days after written notice as provided in
    the Indenture, or such acceleration shall not be rescinded or annulled
within 15 days after written notice as provided in the Indenture; 

(5) any final judgment or judgments that can no longer be appealed for the
   payment of money in excess of $7.5 million (other than judgments that
   are covered by enforceable insurance policies issued by reputable and
     creditworthy insurance companies) shall be rendered against the Company
   or any Restricted Subsidiary thereof, and shall not be discharged for
  any period of 60 consecutive days during which a stay of enforcement
shall not be in effect;                                           

  (6) certain events involving bankruptcy, insolvency or reorganization of the
Company or any Restricted Subsidiary thereof; and                 

(7) any of the Guarantees ceases to be in full force and effect or any of 
     the Guarantees is declared to be null and void and unenforceable or any
      of the Guarantees is found to be invalid or any of the Guarantors denies
   in writing its liability under its Guarantee (other than by reason of
    release of a Guarantor in accordance with the terms of the Indenture).

The Indenture provides that the Trustee may withhold notice to the Holders
of any default (except in payment of principal or premium, if any, or interest  
on the notes) if the Trustee considers it to be in the best interest of the     
Holders to do so.                                                               

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The Indenture provides that if an Event of Default, other than an Event of
Default resulting from certain events of bankruptcy, insolvency or              
reorganization, shall have occurred and be continuing, then the Trustee by      
notice to the Company or the Holders of not less than 25% in aggregate          
principal amount of the notes then outstanding by written notice to the Company 
and the Trustee may declare to be immediately due and payable the entire        
principal amount of all the notes then outstanding plus accrued but unpaid      
interest to the date of acceleration and such amounts shall become immediately  
due and payable; provided, that if there are any amounts outstanding under or   
in respect of the Senior Credit Facility, such amounts shall become due and     
payable upon the first to occur of an acceleration of amounts outstanding under 
or in respect of the Senior Credit Facility and five business days after        
receipt by the Company and the representative of the holders of Senior          
Indebtedness under or in respect of the Senior Credit Facility, of notice of    
the acceleration of the notes; provided, however, that after such acceleration  
but before a judgment or decree based on such acceleration is obtained by the   
Trustee, the Holders of a majority in aggregate principal amount of outstanding 
notes may, under certain circumstances, rescind and annul such acceleration if  
all existing Events of Default, other than nonpayment of accelerated principal, 
premium, if any, or interest that has become due solely because of the          
acceleration, have been cured or waived as provided in the Indenture.  In case  
an Event of Default resulting from certain events of bankruptcy, insolvency or  
reorganization shall occur, the principal, premium, if any, and interest amount 
with respect to all of the notes shall be due and payable immediately without   
any declaration or other act on the part of the Trustee or the Holders.         

 The Holders of a majority in principal amount of the notes then outstanding
shall have the right to waive any existing default or compliance with any       
provision of the Indenture or the notes and to direct the time, method and      
place of conducting any proceeding for any remedy available to the Trustee,     
subject to certain limitations specified in the Indenture.                      

No Holder of any note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall 
have previously given to the Trustee written notice of a continuing Event of    
Default and unless also the Holders of at least 25% in aggregate principal      
amount of the outstanding notes shall have made written request and offered     
indemnity satisfactory to the Trustee to institute such proceeding as a         
Trustee, and unless the Trustee shall not have received from the Holders of a   
majority in aggregate principal amount of the outstanding notes a direction     
inconsistent with such request and shall have failed to institute such          
proceeding within 60 days.  However, such limitations do not apply to a suit    
instituted on such note on or after the respective due dates expressed in such  
note.                                                                           

Defeasance and Covenant Defeasance                                              

The Indenture provides that the Company may elect either                  

(a) to defease and be discharged from any and all obligations with respect
  to the notes, except for the obligations to register the transfer or
   exchange of such notes, to replace temporary or mutilated, destroyed,
     lost or stolen notes, to maintain an office or agency in respect of the
notes and to hold monies for payment in trust ("defeasance"); or  

(b) to be released from their obligations with respect to the notes under 
  some of the covenants contained in the Indenture and described above
under "Certain Covenants" ("covenant defeasance")                 

upon the deposit with the Trustee (or other qualifying Trustee), in trust for   
such purpose of money and/or U.S. government obligations which through the      
payment of principal and interest in accordance with their terms will provide   
money, in an amount sufficient to pay the principal of, premium, if any, and    
interest on the notes, on the scheduled due dates therefor or on a selected     
date of redemption in accordance with the terms of the Indenture.  Such a trust 
may only be established if, among other things,                                 

   (1) in the case of defeasance, the Company has delivered to the Trustee
an opinion of counsel:                                                    

    (i) to the effect that neither the trust nor the Trustee will be
required to register as an investment company under the Investment
Company Act of 1940, as amended, and                              

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         (ii) describing either (x) a private ruling concerning the notes or a
    published ruling of the Internal Revenue Service or (y) since the date
 of the Indenture, there has been a change in the applicable federal
      income tax law, in either case of (x) or (y), to the effect that Holders
   or persons in their positions will not recognize income, gain or loss
     for federal income tax purposes as a result of such deposit, defeasance
 and discharge and will be subject to federal income tax on the same
     amount and in the same manner and at the same times, as would have been
  the case if such deposit, defeasance and discharge had not occurred;

    (2) in the case of covenant defeasance, the Company has delivered to the
Trustee an opinion of counsel confirming that the Holders or persons in   
their positions will not recognize income, gain or loss for federal income
 tax purposes as a result of such deposit, defeasance and discharge and will
be subject to federal income tax on the same amount and in the same manner
  and at the same times, as would have been the case if such deposit, covenant
defeasance and discharge had not occurred;                                

    (3) no Default or Event of Default has occurred and is continuing on the
date of such deposit or insofar as Events of Default from bankruptcy,     
insolvency or reorganization events are concerned;                        

     (4) such defeasance or covenant defeasance will not result in a breach or
violation of, or constitute a Default under, the Indenture or any other   
material agreement or instrument to which the Company or any of its       
Subsidiaries is a party or by which the Company or any of its Subsidiaries
is bound;                                                                 

 (5) the Company has delivered to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of   
preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors
of the Company or others;                                                 

     (6) the Company has delivered to the Trustee an Officers' Certificate and
an opinion of counsel, each stating that all conditions precedent provided
for or relating to the defeasance or the covenant defeasance have been    
complied with;                                                            

     (7) the Company has delivered to the Trustee an opinion of counsel to the
effect that                                                               

       (i) the trust funds will not be subject to any rights of holders of
     Senior Indebtedness, including, without limitation, those arising under
the Indenture, and                                                

        (ii) assuming no intervening bankruptcy occurs and that no Holder is
      an insider of the Company, after the 91st day following the deposit, the
trust funds will not be subject to the effect of any applicable   
bankruptcy, insolvency, reorganization or similar laws affecting  
creditors' rights generally; and                                  

(8) other customary conditions precedent are satisfied.             

Satisfaction and Discharge                                                      

The Indenture will be discharged and will cease to be of further effect   
(except as to surviving rights or registration of transfer or exchange of the   
notes, as expressly provided for in the Indenture) as to all outstanding notes  
when:                                                                           

(1) either:                                                         

         (a) all the notes authenticated and delivered (except lost, stolen or
  destroyed notes which have been replaced or paid and notes for whose
 payment money has been deposited in trust or segregated and held in
     trust by the Company and thereafter repaid to the Company or discharged
      from such trust) have been delivered to the Trustee for cancellation; or

    (b) all notes not delivered to the Trustee for cancellation have
 become due and payable and the Company has irrevocably deposited or
      caused to be deposited with the Trustee funds in an amount sufficient to
     pay and discharge the entire Indebtedness on the notes not delivered to
  the Trustee for cancellation, for principal of, premium, if any, and
interest on the notes to the date of deposit together             

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     with irrevocable instructions from the Company directing the Trustee to
   apply such funds to the payment thereof at maturity or redemption, as
the case may be;                                                  

  (2) the Company has paid all other sums payable under the Indenture by
the Company; and                                                          

     (3) the Company has delivered to the Trustee an Officers' Certificate and
an opinion of counsel stating that all conditions precedent under the     
Indenture relating to the satisfaction and discharge of the Indenture have
been complied with.                                                       

Modification of Indenture                                                       

 From time to time, the Company, the Guarantors and the Trustee may, without
the consent of Holders, amend the Indenture or the notes or supplement the      
Indenture for certain specified purposes, including providing for               
uncertificated notes in addition to certificated notes, and curing any          
ambiguity, defect or inconsistency, or making any other change that does not    
adversely affect the rights of any Holder.  The Indenture contains provisions   
permitting the Company, the Guarantors and the Trustee, with the consent of     
Holders of at least a majority in principal amount of the outstanding notes, to 
modify or supplement the Indenture or the notes or the guarantees, except that  
no such modification shall, without the consent of each Holder affected thereby,

(a) reduce the amount of notes whose Holders must consent to an amendment,
supplement or waiver to the Indenture or the notes;               

  (b) reduce the rate of or change the time for payment of interest, including
Additional Interest and defaulted interest, on any note;          

(c) reduce the principal of or premium on or change the stated maturity of
any note;                                                         

(d) make any note payable in money other than that stated in the note or  
change the place of payment from New York, New York;              

  (e) change the amount or time of any payment required by the notes or reduce
  the premium payable upon any redemption of notes, or change the time
before which no such redemption may be made;                      

(f) waive a default in the payment of the principal of, interest on or    
redemption payment with respect to any note;                      

(g) after the Company's obligation to purchase notes arises thereunder,   
   amend, change or modify in any material respect the obligation of the
      Company to make and consummate a Change of Control Offer in the event of
      a Change of Control or make and consummate an Excess Proceeds Offer with
      respect to any Asset Sale that has been consummated or modify any of the
provisions or definitions with respect thereto;                   

 (h) take any other action otherwise prohibited by the Indenture to be taken
without the consent of each Holder affected thereby;              

  (i) affect the ranking of the notes or the Guarantees in a manner adverse to
the Holders; or                                                   

  (j) release any Guarantor from any of its obligations under its Guarantee or
the Indenture otherwise than in accordance with the terms of the  
Indenture.                                                        

Reports to Holders                                                              

  Whether or not the Company is subject to the periodic reporting requirements
of the Exchange Act, it will continue to furnish the information required       
thereby to the Commission and to the Holders.  The Indenture provides that even 
if the Company is entitled under the Exchange Act not to furnish such           
information to the Commission or to the Holders, it will nonetheless continue   
to furnish such information to the Commission and Holders.                      

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Compliance Certificate                                                          

 The Company will deliver to the Trustee on or before 120 days after the end
of the Company's fiscal year an Officers' Certificate stating whether or not    
the signers know of any Default or Event of Default that has occurred.  If they 
do, the certificate will describe the Default or Event of Default and its       
status.                                                                         

Methods of Receiving Payments on the Notes                                      

The Company will make all principal, premium and interest payments on the 
notes at the office or agency of the Paying Agent and Registrar within the City 
and State of New York unless the Company elects to make interest payments by    
check mailed to the Holders at their address set forth in the register of       
Holders or by wire transfer to an account designated by each Holder.  The       
Trustee will initially act as Paying Agent and Registrar. The Company may       
change the Paying Agent or Registrar without prior notice to the Holders, and   
the Company or any of its Subsidiaries may act as Paying Agent or Registrar.    

The Trustee                                                                     

 The Trustee under the Indenture will be the Registrar and Paying Agent with
regard to the notes.  The Indenture provides that, except during the            
continuance of an Event of Default, the Trustee will perform only such duties   
as are specifically set forth in the Indenture.  During the existence of an     
Event of Default, the Trustee will exercise such rights and powers vested in it 
under the Indenture and use the same degree of care and skill in its exercise   
as a prudent person would exercise under the circumstances in the conduct of    
such person's own affairs.                                                      

Transfer and Exchange                                                           

Holders may transfer or exchange the notes in accordance with the         
Indenture.  The Registrar under the Indenture may require a Holder, among other 
things, to furnish appropriate endorsements and transfer documents, and to pay  
any taxes and fees required by law or permitted by the Indenture.  The          
Registrar is not required to transfer or exchange any note selected for         
redemption.  Also, the Registrar is not required to transfer or exchange any    
note for a period of 15 days before selection of the notes to be redeemed.      

The registered Holder of a note may be treated as the owner of it for all 
purposes.                                                                       

Certain Definitions                                                             

Set forth below is a summary of certain of the defined terms used in the  
covenants contained in the Indenture.  We refer you to the Indenture for the    
full definition of all such terms as well as any other capitalized terms used   
herein for which no definition is provided.                                     

"Acquired Indebtedness" means Indebtedness of a Person (including an      
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted  
Subsidiary or assumed in connection with the acquisition of assets from such    
Person and, in each case, whether or not incurred by such Person in connection  
with, or in anticipation or contemplation of, such Person becoming a Restricted 
Subsidiary through such merger, consolidation or acquisition.                   

  "Adjusted Net Assets" of any Person at any date shall mean the lesser of the
amount by which                                                                 

(i) the fair value of the property of such Person exceeds the total amount
   of liabilities, including, without limitation, contingent liabilities
      (after giving effect to all other fixed and contingent liabilities), but
     excluding liabilities under the Guarantee, of such Person at such date;
and                                                               

 (ii) the present fair salable value of the assets of such Person at such date
    exceeds the amount that will be required to pay the probable liability
     of such Person on its debts (after giving effect to all other fixed and
   contingent liabilities and after giving effect to any collection from
 any Subsidiary of such Person in respect of the obligations of such
   Subsidiary under the Guarantee), excluding Indebtedness in respect of
the Guarantee, as they become absolute and matured.               

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  "Affiliate" of any specified Person means any other Person which directly or
indirectly through one or more intermediaries controls, or is controlled by, or 
is under common control with, such specified Person.  For the purposes of this  
definition, "control" (including, with correlative meanings, the terms          
"controlling," "controlled by" and "under common control with"), as used with   
respect to any Person, means the possession, directly or indirectly, of the     
power to direct or cause the direction of the management or policies of such    
Person, whether through the ownership of voting securities, by agreement or     
otherwise.                                                                      

  "Asset Acquisition" means (1) an Investment by the Company or any Restricted
Subsidiary of the Company in any other Person pursuant to which such Person     
becomes a Restricted Subsidiary of the Company, or is merged with or into the   
Company or any Restricted Subsidiary of the Company or (2) the acquisition by   
the Company or any Restricted Subsidiary of the Company of the assets of any    
Person (other than a Restricted Subsidiary of the Company) which constitute all 
or substantially all of the assets of such Person or comprise any division or   
line of business of such Person or any other Properties or assets of such       
Person other than in the ordinary course of business.                           

"Asset Sale" means any direct or indirect sale, issuance, conveyance,     
assignment, transfer, lease or other disposition (including any Sale and        
Lease-Back Transaction), other than to the Company or any of its Restricted     
Subsidiaries, in any single transaction or series of related transactions of    

(i) any Capital Stock of or other equity interest in any Restricted       
    Subsidiary of the Company (other than any nominal interest required to
be held by a third party in order to satisfy a legal requirement);

 (ii) all or substantially all the assets of any division, business segment or
      comparable line of business of the Company or any Restricted Subsidiary;
or                                                                

(iii)any other assets of the Company or any Restricted Subsidiary outside of
the ordinary course of business of the Company or such Restricted 
Subsidiary.                                                       

Notwithstanding the foregoing, the term "Asset Sale" shall not include:   

  (a) a transfer that constitutes a Permitted Investment or a Restricted
Payment permitted by the covenant described under "--Certain
Covenants--Limitation on Restricted Payments";              

    (b) a transfer, sale or other disposition pursuant to any foreclosure of
      assets or other remedy provided by applicable law by a creditor of
        the Company or any Restricted Subsidiary with a Lien on such assets,
if such Lien is permitted under the Indenture;              

    (c) a transfer involving only Temporary Cash Investments or inventory in
the ordinary course of business;                            

(d) any transfer, sale or other disposition of damaged, worn-out or 
obsolete equipment in the ordinary course of business;      

(e) the lease or sublease of any real or personal property in the   
ordinary course of business;                                

(f) any transfer, sale or other disposition of Capital Stock or     
       Indebtedness or other securities of an Unrestricted Subsidiary; and

    (g) a transfer, sale or other disposition of assets having a fair market
value and a sale price of less than $1.0 million.           

"Asset Sale Proceeds" means, with respect to any Asset Sale,              

(a) cash received by the Company or any Restricted Subsidiary from such   
     Asset Sale (including cash received as consideration for the assumption
   of liabilities incurred in connection with or in anticipation of such
Asset Sale), after                                                

     (i) provision for all income or other taxes measured by or resulting from
such Asset Sale,                                            

    (ii) payment of all brokerage commissions, underwriting and other fees and
expenses related to such Asset Sale,                        

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   (iii)provision for minority interest holders in any Restricted Subsidiary
as a result of such Asset Sale, and                         

  (iv) deduction of appropriate amounts to be provided by the Company or a
        Restricted Subsidiary as a reserve, in accordance with GAAP, against
     any liabilities associated with the assets sold or disposed of in
such Asset Sale and retained by the Company or a Restricted 
    Subsidiary after such Asset Sale, including, without limitation,
    severance, healthcare, pension and other post-employment benefit
   liabilities and liabilities related to environmental matters or
      against any indemnification obligations associated with the assets
sold or disposed of in such Asset Sale; and                 

(b) promissory notes and other non-cash consideration received by the     
Company or any Restricted Subsidiary from such Asset Sale or other
      disposition upon the liquidation or conversion of such notes or non-cash
consideration into cash.                                          

 "Attributable Indebtedness" in respect of a Sale and Lease-Back Transaction
means, as at the time of determination, the present value of the total          
obligations (discounted at the imputed interest rate in such transaction) of    
the lessee for rental payments during the remaining term of the lease included  
in such Sale and Lease-Back Transaction (including any period for which such    
lease has been extended).                                                       

"Available Asset Sale Proceeds" means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sale that have not been applied   
in accordance with clause (1) or (2) of the second paragraph of "Certain        
Covenants -- Limitation on Certain Asset Sales" and that have not been the      
basis for an Excess Proceeds Offer in accordance with the terms set forth in    
"Certain Covenants -- Limitation on Certain Asset Sales."                       

"Board of Directors" means:                                               

(a) in the case of a Person that is a limited partnership, the board of   
    directors of its corporate general partner or any committee authorized
to act therefor (or, if the general partner is itself a limited   
     partnership, the board of directors of such general partner's corporate
general partner or any committee authorized to act therefor);     

  (b) in the case of a Person that is a corporation, the board of directors of
such Person or any committee authorized to act therefor, and      

(c) in the case of any other Person, the board of directors, management   
     committee or similar governing body or any authorized committee thereof
responsible for the management of the business and affairs of such
Person.                                                           

  "Brickman Family" means Theodore W. Brickman, Jr. and Scott W. Brickman, and
each of the spouses,                                                            
children (adoptive or biological) or other lineal descendants of the foregoing, 
the estate or any executor, administrator, testamentary trustees or legatees    
and heirs, of any such individual and any trust, so long as one or more of the  
foregoing retain substantially all of the controlling or beneficial interest    
thereunder.                                                                     

"Capital Stock" means, with respect to any Person, any and all shares,    
interests, participations or other equivalents (however designated and whether  
or not voting) of capital stock, partnership interests or any other             
participation, right or other interest in the nature of an equity interest in   
such Person or any option, warrant or other security convertible into or        
exercisable for any of the foregoing.                                           

"Capitalized Lease Obligations" means Indebtedness represented by         
obligations under a lease that is required to be capitalized for financial      
reporting purposes in accordance with GAAP, and the amount of such Indebtedness 
shall be the capitalized amount of such obligations determined in accordance    
with GAAP.                                                                      

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A "Change of Control" means the occurrence of one or more of the following
events:                                                                         

 (a) any Person (including a Person's Affiliates and associates), other than
a Permitted Holder, becomes the beneficial owner (directly or     
indirectly) (as defined under Rule 13d-3 or any successor rule or 
  regulation promulgated under the Exchange Act) of 50% or more of the
 total voting or economic power directly or indirectly of the Common
Stock of the Company;                                             

 (b) any Person (including a Person's Affiliates and associates), other than
a Permitted Holder, becomes the beneficial owner (directly or     
  indirectly) of more than 35% of the total voting power of the Common
  Stock of Holdco, and each of the Permitted Holders beneficially owns
    (directly or indirectly) a lesser percentage of the total voting power
 directly or indirectly of the Common Stock of the Company than such
  other Person and does not have the right or ability by voting power,
    contract or otherwise to elect or designate for election a majority of
the Board of Directors of the Company;                            

  (c) there shall be consummated any consolidation or merger of the Company or
its direct or indirect ultimate parent in which the Company or its
   direct or indirect ultimate parent is not the continuing or surviving
     corporation or pursuant to which the Common Stock of the Company or its
direct or indirect ultimate parent would be converted into cash,  
   securities or other property, other than a merger or consolidation of
   such issuer in which the beneficial owners of the Common Stock of the
Company or its direct or indirect ultimate parent outstanding     
immediately prior to the consolidation or merger hold, directly or
  indirectly, at least a majority of the Common Stock of the surviving
corporation immediately after such consolidation or merger; or    

(d) during any period of two consecutive years, individuals who at the    
beginning of such period constituted the Board of Directors of the
      Company or its direct or indirect ultimate parent (together with any new
     directors whose election by such Board of Directors or whose nomination
for election by the shareholders of the Company or its direct or  
indirect ultimate parent has been approved by a majority of the   
directors then still in office who either were directors at the   
beginning of such period or whose election or recommendation for  
    election was previously so approved) cease to constitute a majority of
      the Board of Directors of the Company or its direct or indirect ultimate
parent; or                                                        

 (e) the approval by the holders of Capital Stock of the Company of any plan
    or proposal for the liquidation or dissolution of the Company (whether
   or not otherwise in compliance with the provisions of the Indenture).

  "CIVC" means any of one or more funds managed by CIVC Partners, L.P. and any
of its Affiliates (other than portfolio companies of CIVC), as direct or        
indirect general partner.                                                       

"Code" means the Internal Revenue Code of 1986, as amended.               

"Commission" means the United States Securities and Exchange Commission.  

 "Common Stock" of any Person means all Capital Stock of such Person that is
generally entitled to                                                           

(a) vote in the election of directors of such Person; or                  

(b) if such Person is not a corporation, vote or otherwise participate in 
    the selection of the governing body, partners, managers or others that
will control the management and policies of such Person.          

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any     
Person, the ratio of EBITDA of such Person during the four full fiscal quarters 
for which financial statements are available (the "Four Quarter Period") ending 
on or prior to the date of the transaction giving rise to the need to calculate 
the Consolidated Fixed Charge Coverage Ratio (the "Transaction Date") to        
Consolidated Fixed Charges of such Person for the Four Quarter Period.  In      
addition to and without limitation of the foregoing, for purposes of this       
definition,                                                                     

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"EBITDA" and "Consolidated Fixed Charges" will be calculated after giving       
effect on a pro forma basis for the period of such calculation to               

     (1) the incurrence or repayment of any Indebtedness of such Person or any
of its Restricted Subsidiaries or the issuance or redemption or other     
repayment of Preferred Stock of any such Restricted Subsidiary (and the   
application of the proceeds thereof) giving rise to the need to make such 
calculation and any incurrence or repayment of other Indebtedness and, in 
the case of any Restricted Subsidiary, the issuance or redemption or other
 repayment of Preferred Stock (and the application of the proceeds thereof),
other than the incurrence or repayment of Indebtedness in the ordinary    
 course of business for working capital purposes pursuant to working capital
facilities, occurring during the Four Quarter Period or at any time       
  subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such incurrence or repayment or issuance or       
redemption or other repayment, as the case may be (and the application of 
 the proceeds thereof), occurred on the first day of the Four Quarter Period
calculated on a basis consistent with Regulation S-X under the Securities 
Act as in effect and applied as of the Issue Date; and                    

     (2) any asset sales or Asset Acquisitions (including, without limitation,
 any Asset Acquisition giving rise to the need to make such calculation as a
result of such Person or one of its Restricted Subsidiaries (including any
Person who becomes a Restricted Subsidiary as a result of the Asset       
Acquisition) incurring, assuming or otherwise being liable for Acquired   
Indebtedness and also including any EBITDA (provided that such EBITDA will
be included only to the extent that Consolidated Net Income would be      
includable pursuant to the definition of "Consolidated Net Income")       
(including any pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X of the Exchange Act) attributable to the   
assets which are the subject of the Asset Acquisition or asset sale during
 the Four Quarter Period) occurring during the Four Quarter Period or at any
time subsequent to the last day of the Four Quarter Period and on or prior
to the Transaction Date, as if such asset sale or Asset Acquisition       
(including the incurrence, assumption or liability for any such Acquired  
Indebtedness) occurred on the first day of the Four Quarter Period        
calculated on a basis consistent with Regulation S-X under the Securities 
Act as in effect and applied as of the Issue Date.                        

If such Person or any of its Restricted Subsidiaries directly or indirectly     
guarantees Indebtedness of a third Person, the preceding sentence will give     
effect to the incurrence of such guaranteed Indebtedness as if such Person or   
any Restricted Subsidiary of such Person had directly incurred or otherwise     
assumed such guaranteed Indebtedness.  Furthermore, in calculating              
"Consolidated Fixed Charges" for purposes of determining the denominator (but   
not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"          

(1) interest on outstanding Indebtedness determined on a fluctuating
  basis as of the Transaction Date and which will continue to be so determined
  thereafter will be deemed to have accrued at a fixed rate per annum equal to
  the rate of interest on such Indebtedness in effect on the Transaction Date;

    (2) if interest on any Indebtedness actually incurred on the Transaction
  Date may optionally be determined at an interest rate based upon a factor of
a prime or similar rate, a eurocurrency interbank offered rate, or other  
rates, then the interest rate in effect on the Transaction Date will be   
deemed to have been in effect during the Four Quarter Period; and         

     (3) notwithstanding clause (1) above, interest on Indebtedness determined
on a fluctuating basis, to the extent such interest is covered by one or  
 more agreements in respect of Hedging Obligations, will be deemed to accrue
  at the rate per annum resulting after giving effect to the operation of such
agreements.                                                               

"Consolidated Fixed Charges" means, with respect to any Person, for any   
period, the sum, without duplication, of                                        

(1) Consolidated Interest Expense, plus                             

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(2) the product of                                                  

       (a) the amount of all dividend payments (whether or not in cash) on
any series of Preferred Stock of such Person and its Restricted   
     Subsidiaries (other than dividends paid or accumulated in Capital Stock
    (other than Disqualified Capital Stock)) paid, accrued or scheduled to
be paid or accrued during such period times                       

         (b) (i) if such Person is not subject to U.S. federal income tax, one
      or (ii) if such Person is so taxable, a fraction, the numerator of which
is one and the denominator of which is one minus the then current 
      effective consolidated federal, state and local tax rate of such Person,
expressed as a decimal.                                           

"Consolidated Interest Expense" means, with respect to any Person, for any
period,                                                                         

  (a) the aggregate amount of interest that, in conformity with GAAP, would be
      set forth opposite the caption "interest expense" or any like caption on
an income statement for such Person and its Subsidiaries on a     
consolidated basis, including, but not limited to:                

(i) imputed interest included in Capitalized Lease Obligations,     

  (ii) all net commissions, discounts and other fees and charges owed with
   respect to letters of credit and bankers' acceptance financing,

(iii) the net costs associated with hedging obligations,                

(iv) amortization of other financing fees and expenses,               

(v) the interest portion of any deferred payment obligation,        

(vi) amortization of discount or premium, if any; and                 

   (vii) all other non-cash interest expense (other than interest amortized to
cost of sales),                                             

plus, without duplication;                                                      

(b) all net capitalized interest for such period and all interest incurred
   or paid under any guarantee of Indebtedness (including a guarantee of
     principal, interest or any combination thereof) of any Person, plus the
 amount of all dividends or distributions paid on Disqualified Stock
     (other than dividends paid or payable in shares of Capital Stock of the
    Company), less the amortization of deferred financing costs associated
therewith.                                                        

  "Consolidated Net Income" means, with respect to any Person, for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such    
period, on a consolidated basis, determined in accordance with GAAP; provided,  
however, that:                                                                  

  (a) the Net Income of any Person (the "other Person") in which the Person in
   question or any of its Subsidiaries has less than a 100% interest, if
    such interest does not cause the net income of such other Person to be
      consolidated into the net income of the Person in question in accordance
with GAAP, shall be included only to the extent of the amount of  
dividends or distributions paid to the Person in question or the  
Subsidiary;                                                       

(b) the Net Income of any Subsidiary of the Person in question that is    
     subject to any restriction or limitation on the payment of dividends or
    the making of other distributions, other than pursuant to the notes or
   the Indenture, shall be excluded to the extent of such restriction or
limitation;                                                       

  (c) any net gain or loss resulting from an Asset Sale (without regard to the
 $1.0 million limitation set forth in the definition thereof) by the
      Person in question or any of its Subsidiaries other than in the ordinary
course of business shall be excluded;                             

 (d) extraordinary, unusual and nonrecurring gains and losses, including any
related tax effects on the Company, shall be excluded;            

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(e) income or loss attributable to discontinued operations (including,    
      without limitation, operations disposed of during such period whether or
     not such operations were classified as discontinued) shall be excluded;

(f) in the case of an acquiree of the referent Person by consolidation or 
     merger or as a transferee of the referent Person's assets, any earnings
 of the successor corporation prior to such consolidation, merger or
transfer of assets shall be excluded;                             

(g) the cumulative effect of a change in GAAP will be excluded;           

(h) non-cash charges relating to employee benefit or other management     
     compensation plans of the Company or any of its Restricted Subsidiaries
  or any non-cash compensation charge arising from any grant of stock,
     stock options or other equity-based awards of the Company or any of its
    Restricted Subsidiaries (excluding in each case any non-cash charge to
      the extent that it represents an accrual of or reserve for cash expenses
     in any future period or amortization of a prepaid cash expense incurred
in a prior period), in each case, to the extent that such non-cash
    charges are deducted in computing such Consolidated Net Income will be
excluded; and                                                     

(i) any increase in the cost of sales or other incremental expenses       
resulting from purchase accounting in relation to the transactions
    contemplated by the Recapitalization Agreement, net of taxes, shall be
excluded.                                                         

 "Default" means any condition or event that is, or with the passing of time
or giving of any notice expressly required under the Indenture (or both), would 
be, an Event of Default.                                                        

 "Designated Senior Indebtedness" as to the Company or any Guarantor, as the
case may be, means any Senior Indebtedness:                                     

(a) under the Senior Credit Facility; and                                 

(b) other Indebtedness                                                    

     (i) which at the time of determination exceeds $25.0 million in aggregate
   principal amount (or accreted value in the case of Indebtedness
    issued at a discount) outstanding or available under a committed
facility;                                                   

    (ii) which is specifically designated by the Company as "Designated Senior
Indebtedness"; and                                          

(iii)  as to which the Trustee has been given written notice of such    
designation.                                                

"Disqualified Capital Stock" means any Capital Stock of the Company or a  
Restricted Subsidiary thereof which, by its terms (or by the terms of any       
security into which it is convertible or for which it is exchangeable at the    
option of the Holder), or upon the happening of any event:                      

(a) matures on or prior to the maturity date of the notes, for cash or    
securities constituting Indebtedness; or                          

(b) is mandatorily redeemable, pursuant to a sinking fund obligation or   
   otherwise, on or prior to the maturity date of the notes, for cash or
securities constituting Indebtedness; or                          

 (c) is redeemable at the option of the holder thereof, in whole or in part,
   on or prior to the maturity date of the notes, for cash or securities
constituting Indebtedness;                                        

provided that Capital Stock of the Company that is held by a current or former  
employee of the Company subject to a put option and/or a call option with the   
Company triggered by the termination of such employee's employment with the     
Company and/or the Company's performance shall not be deemed to be Disqualified 
Capital Stock solely by virtue of such call option and/or put option.           

Without limitation of the foregoing, Disqualified Capital Stock shall be  
deemed to include: (i) any Preferred Stock of a Restricted Subsidiary of the    
Company and (ii) any Preferred Stock of the Company, with respect to            

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either of which, under the terms of such Preferred Stock, by agreement or       
otherwise, such Restricted Subsidiary or the Company is obligated to pay        
current dividends or distributions in cash during the period prior to the       
maturity date of the notes; provided, however, that Preferred Stock of the      
Company or any Restricted Subsidiary thereof that is issued with the benefit of 
provisions requiring a change of control offer to be made for such Preferred    
Stock in the event of a change of control of the Company or such Restricted     
Subsidiary, which provisions have substantially the same effect as the          
provisions of the Indenture described under "Change of Control," shall not be   
deemed to be Disqualified Capital Stock solely by virtue of such provisions.    

"EBITDA" means, for any Person, for any period, an amount equal to        

(a) the sum of                                                            

(i) Consolidated Net Income for such period, plus                   

    (ii) the provision or benefit for taxes for such period based on income or
 profits to the extent such income or profits were included in
 computing Consolidated Net Income and any provision for taxes
utilized in computing net loss under clause (i) hereof, plus

(iii)Consolidated Interest Expense for such period, plus              

(iv) depreciation for such period on a consolidated basis, plus       

    (v) amortization of intangibles for such period on a consolidated basis,
plus                                                        

 (vi) any other non-cash items reducing Consolidated Net Income for such
  period (excluding any such non-cash item to the extent that it
      represents an accrual of or a reserve for cash charges or expenses
for any future period), plus                                

(vii)all non-recurring costs and expenses of the Company and its then 
    existing Restricted Subsidiaries incurred in connection with the
Recapitalization Agreement, including but not limited to,   
      non-recurring costs and expenses incurred in the related financing
transactions, minus                                         

(b) all non-cash items increasing Consolidated Net Income for such period,
   all for such Person and its Subsidiaries determined on a consolidated
basis in accordance with GAAP;                                    

provided, however, that, for the purposes of calculating EBITDA during any      
fiscal quarter, cash income from a particular Investment (other than in a       
Subsidiary which under GAAP is consolidated), of such Person shall be included  
only:                                                                           

(i) if cash income has been received by such Person with respect to such  
Investment; or                                                    

(ii) if the cash income derived from such Investment is attributable to     
Temporary Cash Investments.                                       

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and 
the rules and regulations promulgated thereunder.                               

 "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for      
cash, between a willing seller and a willing and able buyer, neither of whom is 
under undue pressure or compulsion to complete the transaction.  Fair market    
value will be determined by the Board of Directors of the Company acting        
reasonably and in good faith and shall be evidenced by a board resolution of    
such Board of Directors.                                                        

"GAAP" means generally accepted accounting principles consistently applied
as in effect in the United States on the date of the Indenture.  For purposes   
of the Indenture, the term "consolidated" with respect to any Person shall mean 
such Person consolidated with its Restricted Subsidiaries and shall not include 
any Unrestricted Subsidiary.                                                    

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  "Guarantee" means, as the context may require, individually, a guarantee, or
collectively, any and all guarantees, of the Obligations of the Company with    
respect to the notes by each Guarantor, if any, pursuant to the terms of the    
Indenture.                                                                      

"Guarantor" means the issuer at any time of a Guarantee, so long as such  
Guarantee remains outstanding, and "Guarantors" means such entities,            
collectively.                                                                   

 "Guarantor Senior Indebtedness" means the principal of and premium, if any,
and interest (including, without limitation, interest accruing or that would    
have accrued but for the filing of a bankruptcy, reorganization or other        
insolvency proceeding whether or not such interest constitutes an allowable     
claim in such proceeding) on, and any and all other fees, expense reimbursement 
obligations, indemnities and other amounts due pursuant to the terms of all     
agreements, documents and instruments providing for, creating, securing or      
evidencing or otherwise entered into in connection with:                        

(a) any Guarantor's direct incurrence of any Indebtedness or its guarantee
   of all Indebtedness of the Company or any Restricted Subsidiaries, in
each case owed to lenders under the Senior Credit Facility,       

(b) all obligations of such Guarantor with respect to any Interest Rate   
Agreement,                                                        

 (c) all obligations of such Guarantor to reimburse any bank or other person
      in respect of amounts paid under letters of credit, acceptances or other
similar instruments,                                              

 (d) all other Indebtedness of such Guarantor which does not provide that it
is to rank pari passu with or subordinate to the Guarantees, and  

(e) all deferrals, renewals, extensions and refundings of, and amendments,
modifications and supplements to, any of the Guarantor Senior     
Indebtedness described above.                                     

 Notwithstanding anything to the contrary in the foregoing, Guarantor Senior
Indebtedness will not include:                                                  

(a) Indebtedness of such Guarantor to any of its Subsidiaries;            

(b) Indebtedness represented by the Guarantees;                           

(c) any Indebtedness which by the express terms of the agreement or       
instrument creating, evidencing or governing the same is junior or
subordinate in right of payment to any item of Guarantor Senior   
Indebtedness;                                                     

  (d) any trade payable arising from the purchase of goods or materials or for
services obtained in the ordinary course of business; or          

(e) Indebtedness incurred in violation of the Indenture.                  

"Holdco" means Brickman Group Holdings, Inc., a Delaware company.         

"Holder" means a Person in whose name a note is registered on the         
Registrar's books.                                                              

"incur" means, with respect to any Indebtedness or other obligation of any
Person, without duplication, to create, issue, incur (by conversion, exchange   
or otherwise), assume, guarantee or otherwise become liable in respect of such  
Indebtedness or other obligation or the recording, as required pursuant to GAAP 
or otherwise, of any such Indebtedness or other obligation on the balance sheet 
of such Person (and "incurrence," "incurred," "incurrable" and "incurring"      
shall have meanings correlative to the foregoing); provided that a change in    
the accounting policies of the Company that are in accordance with GAAP that    
result in an obligation of such Person that exists at such time becoming        
Indebtedness shall not be deemed an incurrence of such Indebtedness.            

 "Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or       
otherwise, that is for borrowed money (whether or not the                       

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recourse of the lender is to the whole of the assets of such Person or only to  
a portion thereof), or evidenced by bonds, notes, debentures or similar         
instruments or representing the balance deferred and unpaid of the purchase     
price of any property (excluding, without limitation, any balances that         
constitute accounts payable or trade payables or liabilities arising from       
advance payments or customer deposits for goods and services sold by the        
Company and other accrued liabilities arising in the ordinary course of         
business) if and to the extent any of the foregoing indebtedness would appear   
as a liability upon a balance sheet of such Person prepared in accordance with  
GAAP, and shall also include, to the extent not otherwise included:             

(a) any Capitalized Lease Obligations;                                    

(b) obligations secured by a Lien to which the property or assets owned or
held by such Person is subject, whether or not the obligation or  
     obligations secured thereby shall have been assumed; provided, however,
     that if such obligation or obligations shall not have been assumed, the
 amount of such indebtedness shall be deemed to be the lesser of the
principal amount of the obligation or the fair market value of the
pledged property or assets;                                       

(c) guarantees of (or obligations with respect to letters of credit       
    supporting) items of other Persons which would be included within this
definition for such other Persons, whether or not such items would
appear upon the balance sheet of the guarantor;                   

(d) all obligations for the reimbursement of any obligor on any letter of 
      credit, banker's acceptance or similar credit transaction; provided that
 in the case of any such letters of credit, the items for which such
 letters of credit provide credit support are those of other Persons
    which would be included within this definition for such other Persons;

  (e) in the case of the Company, Disqualified Capital Stock of the Company or
any Restricted Subsidiary thereof; and                            

(f) obligations of any such Person under any Interest Rate Agreement      
    applicable to any of the foregoing, if and to the extent such Interest
   Rate Agreement obligations would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP.            

The amount of Indebtedness of any Person at any date shall be the         
outstanding balance at such date of all unconditional obligations as described  
above and, with respect to contingent obligations, the maximum liability        
reasonably expected to be incurred upon the occurrence of the contingency       
giving rise to the obligation, provided:                                        

 (a) that the amount outstanding at any time of any Indebtedness issued with
  original issue discount is the principal amount of such Indebtedness
      less the remaining unamortized portion of the original issue discount of
       such Indebtedness at such time as determined in conformity with GAAP; and

(b) that Indebtedness shall not include any liability for federal, state, 
local or other taxes.                                             

 For the avoidance of doubt, "Indebtedness" of any Person shall not include:
current trade payables incurred in the ordinary course of business and payable  
in accordance with customary practices; deferred tax obligations; minority      
interest; uncapitalized interest; non-interest bearing installment obligations  
and accrued liabilities incurred in the ordinary course of business; and        
obligations of the Company or any Restricted Subsidiary pursuant to contracts   
for, or options, puts or similar arrangements relating to, the purchase of raw  
materials or the sale of inventory at a time in the future entered into in the  
ordinary course of business.                                                    

"Indemnity Agreement" means the Indemnity Agreement by and among the      
Company, the stockholders party thereto and Holdco as in effect on the Issue    
Date pursuant to which the Company will indemnify certain stockholders for      
income tax costs, if any, in connection with the exchange of preferred stock of 
the Company for shares of Holdco's Class A common stock pursuant to the         
Recapitalization Agreement.                                                     

"Interest Rate Agreement" shall mean any interest or foreign currency rate
swap, cap, collar, option, hedge, forward rate or other similar agreement or    
arrangement designed to protect against fluctuations in interest rates or       
currency exchange rates.                                                        

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"Investments" means, directly, or indirectly, any advance (other than     
advances to customers in the ordinary course of business that are recorded as   
accounts receivable on the balance sheet of the lender), loan or capital        
contribution to (by means of transfers of property to others, payments for      
property or services for the account or use of others or otherwise), the        
purchase of any stock, bonds, notes, debentures, partnership or joint venture   
interests or other securities of, the acquisition, by purchase or otherwise, of 
all or substantially all of the business or assets or stock or other evidence   
of beneficial ownership of, any Person or the making of any investment in any   
Person.  Investments shall exclude extensions of trade credit on commercially   
reasonable terms in accordance with normal trade practices and any acquisition  
or purchase of Indebtedness of the Company or any of its Restricted             
Subsidiaries.                                                                   

"Issue Date" means December 20, 2002.                                     

"Lien" means, with respect to any property or assets of any Person, any   
mortgage or deed of trust, pledge, hypothecation, assignment, deposit           
arrangement (other than advance payments or customer deposits for goods and     
services sold by the Company in the ordinary course of business), security      
interest, lien, charge, easement, encumbrance, preference, priority, or other   
security agreement or preferential arrangement of any kind or nature whatsoever 
on or with respect to such property or assets (including without limitation,    
any Capitalized Lease Obligation, conditional sales, or other title retention   
agreement having substantially the same economic effect as any of the           
foregoing).                                                                     

"Net Income" means, with respect to any Person for any period, the net    
income (loss) of such Person determined in accordance with GAAP.                

"Net Proceeds" means:                                                     

(a) in the case of any sale of Capital Stock by or equity contribution to 
   any Person, the aggregate net proceeds received by such issuer, after
payment of expenses, commissions, taxes and the like incurred in  
    connection therewith, whether such proceeds are in cash or in property
   (valued at the fair market value thereof at the time of receipt), and

(b) in the case of any exchange, exercise, conversion or surrender of     
    outstanding securities of any kind for or into shares of Capital Stock
     of such Person which is not Disqualified Capital Stock, the fair market
value of such outstanding securities on the date of such exchange,
    exercise, conversion or surrender (plus any additional amount required
   to be paid by the holder to such Person upon such exchange, exercise,
     conversion or surrender, less any and all payments made to the holders,
     e.g., on account of fractional shares and less all expenses incurred by
such Person in connection therewith).                             

"Non-Payment Event of Default" means any event (other than a Payment      
Default) the occurrence of which entitles one or more Persons to accelerate the 
maturity of any Designated Senior Indebtedness.                                 

"Officers' Certificate" means, with respect to any Person, a certificate  
signed by the Chief Executive Officer, the President or any Vice President and  
the Chief Financial Officer or any Treasurer of such Person that shall comply   
with applicable provisions of the Indenture and delivered to the Trustee.       

 "Payment Default" means any default, whether or not any requirement for the
giving of notice, the lapse of time or both, or any other condition to such     
default becoming an event of default has occurred, in the payment of principal  
of (or premium, if any) or interest on or any other amount payable in           
connection with Senior Indebtedness.                                            

"Permitted Holders" means, collectively,                                  

(a) the Brickman Family; and                                              

(b) CIVC.                                                                 

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"Permitted Indebtedness" means:                                             

(a) Indebtedness of the Company or any Restricted Subsidiary arising under
  or in connection with the Senior Credit Facility in an amount at any
 time outstanding not to exceed $80.0 million in aggregate principal
amount, which amount shall be reduced by any mandatory prepayments
actually made thereunder required as a result of any Asset Sale or
similar sale of assets (to the extent, in the case of payments of 
    revolving credit indebtedness, that the corresponding commitments have
been permanently reduced) and any scheduled payments actually made
thereunder;                                                       

(b) Indebtedness under the notes in an aggregate principal amount not to  
exceed $150.0 million and the related Guarantees;                 

(c) Indebtedness other than pursuant to clauses (a) and (b) above         
outstanding on the Issue Date;                                    

(d) Indebtedness of the Company to any Restricted Subsidiary and          
 Indebtedness of any Restricted Subsidiary to the Company or another
Restricted Subsidiary;                                            

(e) Interest Rate Agreements;                                             

(f) Refinancing Indebtedness;                                             

(g) Indebtedness consisting of guarantees made in the ordinary course of  
business by the Company or its Subsidiaries of obligations of the 
 Company or any of its Subsidiaries, which obligations are otherwise
permitted under the Indenture;                                    

(h) customary indemnification, adjustment of purchase price or similar    
      obligations, including title insurance, of the Company or any Restricted
      Subsidiary, in each case, incurred in connection with the acquisition or
   disposition of any assets of the Company or any Restricted Subsidiary
     (other than guarantees of Indebtedness incurred by any Person acquiring
 all or any portion of such assets for the purpose of financing such
acquisition);                                                     

(i) Purchase Money Indebtedness and Capitalized Lease Obligations of the  
Company and its Subsidiaries incurred to acquire property in the  
ordinary course of business and any refinancings, renewals or     
 replacements of any such Purchase Money Indebtedness or Capitalized
  Lease Obligation (subject to the limitations on the principal amount
  thereof set forth in this clause (i)), the principal amount of which
     Purchase Money Indebtedness and Capitalized Lease Obligations shall not
     in the aggregate at any one time outstanding exceed the greater of $5.0
    million and 5% of the Company's consolidated tangible assets stated in
     accordance with GAAP as of the end of the last preceding fiscal quarter
for which financial statements are available;                     

(j) Indebtedness of the Company or any Restricted Subsidiary (including   
letters of credit) in order to provide security for workers'      
compensation claims, payment obligations in connection with       
      self-insurance, or similar requirements of the Company or any Subsidiary
in the ordinary course of business;                               

(k) obligations of the Company or any Restricted Subsidiary in respect of 
      performance bonds and completion, guarantee, surety and similar bonds in
the ordinary course of business;                                  

(l) Indebtedness arising from the honoring by a bank or other financial   
institution of a check, draft or similar instrument inadvertently 
    (except in the case of daylight overdrafts) drawn against insufficient
funds;                                                            

(m) Indebtedness arising in connection with endorsement of instruments for
deposit in the ordinary course of business;                       

(n) Indebtedness consisting of take-or-pay obligations contained in supply
agreements entered into in the ordinary course of business; and   

(o) additional Indebtedness of the Company or any of its Restricted       
    Subsidiaries (other than Indebtedness specified in clauses (a) through
     (n) above) not to exceed $10.0 million in the aggregate at any one time
outstanding.                                                      

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For purposes of determining compliance with "Certain Covenants--Limitation
on Additional Indebtedness", in the event that an item of Indebtedness meets    
the criteria of more than one of the categories of Permitted Indebtedness       
described in clauses (a) through (o) above or is entitled to be incurred        
pursuant to the Coverage Ratio Exception, the Company shall, classify such item 
of Indebtedness on the date of its incurrence, or later reclassify such item of 
Indebtedness, in any manner that complies with the covenant "Certain            
Covenants--Limitation on Additional Indebtedness."  Notwithstanding the         
foregoing, Indebtedness outstanding under the Senior Credit Facility on the     
Issue Date shall be deemed to have been incurred under clause (a) above.  The   
maximum amount of Indebtedness that the Company or any Restricted Subsidiary    
may incur pursuant to this definition will not be deemed to be exceeded solely  
as the result of fluctuations in the exchange rates of currencies.  In          
determining the amount of Indebtedness outstanding under one of the clauses     
above, the outstanding principal amount of any particular Indebtedness of any   
Person shall be counted only once and any obligation of such Person or any      
other Person arising under any guarantee, Lien, letter of credit or similar     
instrument supporting such Indebtedness shall be disregarded so long as it is   
permitted to be incurred by the Person or Persons incurring such obligation.    
Accrual of interest, accretion or amortization of original issue discount, the  
payment of interest on any Indebtedness in the form of additional Indebtedness  
with the same terms, and the payment of dividends on Disqualified Capital Stock 
in the form of additional shares of the same class of Disqualified Capital      
Stock will not be deemed to be an incurrence of Indebtedness or an issuance of  
Disqualified Capital Stock for purposes of the covenant described above under   
"Certain Covenants--Limitations on Additional Indebtedness."                    

 "Permitted Investments" means, for any Person, Investments made on or after
the date of the Indenture consisting of:                                        

(a) Investments by the Company, or by a Restricted Subsidiary thereof, in 
 the Company or a Restricted Subsidiary, including any repurchase or
acquisition of any notes issued under the Indenture;              

(b) Temporary Cash Investments;                                           

 (c) Investments by the Company, or by a Restricted Subsidiary thereof, in a
Person, if as a result of such Investment                         

(i) such Person becomes a Restricted Subsidiary of the Company,     

  (ii) such Person is merged, consolidated or amalgamated with or into, or
  transfers or conveys substantially all of its assets to, or is
       liquidated into, the Company or a Restricted Subsidiary thereof, or

(iii)such business or assets are owned by the Company or a Restricted 
Subsidiary;                                                 

(d) an Investment that is made by the Company or a Restricted Subsidiary  
     thereof in the form of any stock, bonds, notes, debentures, partnership
 or joint venture interests or other securities that are issued by a
     third party to the Company or a Restricted Subsidiary solely as partial
   consideration for the consummation of an Asset Sale that is otherwise
permitted under the covenant described under "Certain             
Covenants--Limitation on Certain Asset Sales";                    

(e) Investments consisting of                                             

(i) purchases and acquisitions of inventory, supplies, materials and
  equipment, in each case in the ordinary course of business, or

    (ii) licenses or leases of intellectual property and other assets, in each
case in the ordinary course of business;                    

(f) Investments consisting of                                             

   (i) loans and advances to employees for travel, relocation and business
  expenses in the ordinary course of business not to exceed $2.0
million in the aggregate at any one time outstanding,       

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    (ii) cash loans to employees of the Company or any Subsidiary for the sole
       purpose of purchasing equity of the Company or any of its direct or
       indirect parents not to exceed $1.0 million in the aggregate at any
        one time outstanding or loans or dividends made to any of its direct
or indirect parents for such purpose, and                   

(iii)prepaid expenses incurred in the ordinary course of business;    

(g) without duplication, Investments consisting of Indebtedness permitted 
    pursuant to clause (d) under the definition of Permitted Indebtedness;

(h) Investments of the Company under any Interest Rate Agreement;         

 (i) Investments consisting of endorsements for collection or deposit in the
ordinary course of business;                                      

 (j) Investments existing on the Issue Date and any amendment, modification,
    restatement, supplement, extension, renewal, refunding, replacement or
refinancing, in whole or in part, thereof;                        

(k) Investments in securities of trade creditors or customers received    
    pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers;    

(l) hedging obligations incurred pursuant to the definition of Permitted  
Indebtedness;                                                     

(m) any guarantees of any Permitted Indebtedness or any Indebtedness      
incurred under the Coverage Ratio Exception; or                   

(n) Investments in an aggregate amount, as valued at the time each such   
      Investment is made, not exceeding $10.0 million for all such Investments
   from and after the Issue Date; provided that the amount available for
   Investments to be made pursuant to this clause (n) shall be increased
      from time to time to the extent any return on capital is received by the
Company or a Restricted Subsidiary on any Permitted Investment    
previously made in reliance on this clause (n).                   

"Permitted Liens" means                                                   

(a) Liens on property or assets of, or any equity interests in or secured 
debt of, any Person existing at the time such Person becomes a    
Restricted Subsidiary of the Company or at the time such Person is
     merged into the Company or any of its Restricted Subsidiaries; provided
that such Liens                                                   

 (i) are not incurred in connection with, or in contemplation of, such
     Person becoming a Restricted Subsidiary of the Company or merging
into the Company or any of its Restricted Subsidiaries, and 

(ii) do not extend to or cover any property, assets, Capital Stock or 
        Indebtedness other than those of such Person at the time such Person
        becomes a Restricted Subsidiary or is merged into the Company or any
of its Restricted Subsidiaries;                             

(b) Liens securing Refinancing Indebtedness that is incurred to refinance 
  any Indebtedness that has been secured by a Lien permitted under the
    Indenture; provided that any such Lien does not extend to or cover any
Property, shares or debt other than the Property, shares or debt  
securing the Indebtedness so refunded, refinanced or extended;    

(c) Liens in favor of the Company or any of its Restricted Subsidiaries;  

(d) Liens to secure Purchase Money Indebtedness and Capitalized Lease     
Obligations that are permitted under the Indenture; provided that 

 (i) with respect to any Purchase Money Indebtedness, any such Lien is
         created solely for the purpose of securing Indebtedness representing,
    or incurred to finance, refinance or refund, the cost (including
       sales and excise taxes, installation and delivery charges and other
 direct costs of, and other direct expenses paid or charged in
     connection with, such purchase or construction) of such Property,

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    (ii) with respect to any Purchase Money Indebtedness, the principal amount
         of the Indebtedness secured by such Lien does not exceed 100% of such
costs, and                                                  

(iii)such Lien does not extend to or cover any Property other than the
item of Property that is the subject of such Purchase Money 
         Indebtedness or Capitalized Lease Obligation, as the case may be, and
any improvements on such item;                              

(e) Liens for taxes, assessments or governmental charges that are not yet 
  due or payable or are within any applicable grace period or that are
being contested in good faith by appropriate proceedings;         

(f) Liens securing Senior Indebtedness and Liens securing Guarantor Senior
Indebtedness;                                                     

(g) Liens existing on the Issue Date to the extent and in the manner such 
Liens are in effect on the Issue Date;                            

(h) Liens incurred in the ordinary course of business in connection with  
worker's compensation, unemployment insurance or other forms of   
government insurance or benefits, or to secure the performance of 
 letters of credit, bids, tenders, statutory obligations, surety and
appeal bonds, leases, government contracts, rent and other similar
     obligations (other than obligations for borrowed money) entered into in
the ordinary course of business;                                  

(i) any attachment or judgment Lien not constituting an Event of Default  
      under the Indenture that is being contested in good faith by appropriate
  proceedings and for which adequate reserves have been established in
accordance with GAAP (if so required);                            

(j) Liens arising from the filing, for notice purposes only, of financing 
statements in respect of operating leases;                        

  (k) Liens consisting of restrictions on the transfer of securities, pursuant
to applicable federal and state securities laws;                  

(l) interests of lessors and licensors under leases and licenses to which 
the Company or any of its Restricted Subsidiaries is a party;     

 (m) with respect to any real property occupied by the Company or any of its
 Restricted Subsidiaries, all easements, rights of way, licenses and
similar encumbrances on or defects of title that do not materially
impair the use of such property for its intended purposes;        

(n) Liens imposed by law that are incurred in the ordinary course of      
 business and do not secure Indebtedness for borrowed money, such as
carriers', warehousemen's, mechanics', landlords', materialmen's, 
    employees', laborers', employers', suppliers', banks', repairmen's and
   other like Liens incurred in the ordinary course of business for sums
     not yet delinquent or being contested in good faith, if such reserve or
     other appropriate provision, if any, as shall be required by GAAP shall
have been made in respect thereof;                                

(o) terminable or short-term leases or permits for occupancy, in each case
     entered into in the ordinary cause of business, which leases or permits
      expressly grant to the Company or any Restricted Subsidiary the right to
   terminate them at any time on not more than six months' notice and do
      not individually or in the aggregate interfere with the operation of the
     business of the Company or any Restricted Subsidiary or individually or
     in the aggregate impair the use (for its intended purpose) or the value
of the property subject thereto;                                  

  (p) bankers' Liens, rights of setoff and other similar Liens existing solely
      with respect to cash and Temporary Cash Investments on deposit in one or
   more accounts maintained by the Company or any Restricted Subsidiary;

(q) Liens securing hedging obligations;                                   

(r) pledges of or Liens on raw materials or on manufactured products as   
   security for any drafts or bills of exchange drawn in connection with
the importation of such raw materials or manufactured products;   

(s) Liens in favor of issuers of surety, performance, judgment, appeal and
like bonds or letters of credit issued in the ordinary course of  
business;                                                         

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(t) any obligations or duties affecting any property of the Company or any
Restricted Subsidiary to any municipality or public authority with
respect to any franchise, grant, license or permit that do not    
      materially impair the use of such property for the purposes for which it
is held;                                                          

  (u) Liens on any property in favor of governmental bodies to secure partial,
      progress, advance or other payments pursuant to any contract or statute,
not yet due and payable; and                                      

(v) Liens encumbering deposits made to secure obligations arising from    
statutory, regulatory, contractual or warranty requirements.      

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated 
organization or government (including any agency or political subdivision       
thereof).                                                                       

"Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to dividends,    
distributions or liquidation proceeds of such Person over the holders of other  
Capital Stock issued by such Person.                                            

"Property" of any Person means all types of real, personal, tangible,     
intangible or mixed property owned by such Person whether or not included in    
the most recent consolidated balance sheet of such Person and its Subsidiaries  
under GAAP.                                                                     

"Public Equity Offering" means a public offering by the Company or Holdco 
(and, in the case of an issuance by Holdco, only if the proceeds thereof are    
contributed to the Company) of shares of its Common Stock (however designated   
and whether voting or non-voting) and any and all rights, warrants or options   
to acquire such Common Stock.                                                   

  "Purchase Money Indebtedness" means any Indebtedness incurred by a Person to
finance, within 90 days from incurrence, the cost, including the cost of        
construction, of an item of Property acquired in the ordinary course of         
business, the principal amount of which Indebtedness does not exceed the sum of 

(a) 100% of such cost; and                                                

(b) reasonable fees and expenses of such Person incurred in connection    
therewith.                                                        

 "Recapitalization Agreement" means the Recapitalization Agreement, dated as
of December 20, 2002, by and among the Company, the stockholders party thereto, 
Holdco and CIVC.                                                                

"Refinancing Indebtedness" means Indebtedness that refunds, refinances or 
extends any Indebtedness of the Company permitted to be incurred by the Company 
or its Restricted Subsidiaries pursuant to the terms of the Indenture (other    
than pursuant to clauses (a), (d), (e) and (g)-(o) of the definition of         
Permitted Indebtedness), but only to the extent that:                           

(a) the Refinancing Indebtedness is subordinated to the notes to at least 
the same extent as the Indebtedness being refunded, refinanced or 
extended, if at all;                                              

  (b) either (i) the Refinancing Indebtedness is scheduled to mature after the
    maturity date of the notes; or (ii) the Refinancing Indebtedness has a
weighted average life to maturity at the time such Refinancing    
    Indebtedness is incurred that is equal to or greater than the weighted
average life to maturity of the portion of the Indebtedness being 
      refunded, refinanced or extended that is scheduled to mature on or prior
to the maturity date of the notes;                                

(c) such Refinancing Indebtedness is in an aggregate principal amount that
is equal to or less than the sum of                               

(i) the aggregate principal amount then outstanding under the       
Indebtedness being refunded, refinanced or extended,        

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    (ii) the amount of accrued and unpaid interest, if any, and premiums owed,
      if any, not in excess of preexisting prepayment provisions on such
Indebtedness being refunded, refinanced or extended, and    

(iii)  the amount of fees, expenses and costs related to the incurrence of
such Refinancing Indebtedness; and                          

 (d) such Refinancing Indebtedness is incurred by a Person at the same level
  in the corporate structure as the Person that initially incurred the
  Indebtedness being refunded, refinanced or extended, except that the
Company may incur Refinancing Indebtedness to refund, refinance or
extend Indebtedness of any Wholly-Owned Subsidiary of the Company.

"Representative" means the indenture trustee or other trustee, agent or   
representative in respect of any Designated Senior Debt; provided that if, and  
for so long as, any Designated Senior Debt lacks such a representative, then    
the Representative for such Designated Senior Debt shall at all times           
constitute the holders of a majority in outstanding principal amount of such    
Designated Senior Debt in respect of any Designated Senior Debt.                

"Restricted Payment" means any of the following:                          

 (a) the declaration or payment of any dividend or any other distribution or
     payment on Capital Stock of the Company or any Restricted Subsidiary of
   the Company or any payment made to the direct or indirect holders (in
their capacities as such) of Capital Stock of the Company or any  
Restricted Subsidiary of the Company other than:                  

 (i) dividends or distributions payable solely in Capital Stock (other
     than Disqualified Capital Stock) or in options, warrants or other
     rights to purchase Capital Stock (other than Disqualified Capital
Stock); and                                                 

  (ii) in the case of Restricted Subsidiaries of the Company, dividends or
        distributions payable to the Company or to a Wholly-Owned Subsidiary
of the Company;                                             

  (b) the purchase, redemption or other acquisition or retirement for value of
    any Capital Stock of the Company or any of its Restricted Subsidiaries
(other than Capital Stock owned by the Company or a Wholly-Owned  
     Subsidiary of the Company, excluding Disqualified Capital Stock) or any
option, warrants or other rights to purchase such Capital Stock;  

(c) the making of any principal payment on, or the purchase, defeasance,  
  repurchase, redemption or other acquisition or retirement for value,
prior to any scheduled maturity, scheduled repayment or scheduled 
    sinking fund payment, of any Indebtedness that is subordinate in right
      of payment to the Notes other than subordinated Indebtedness acquired or
repaid in anticipation of satisfying a scheduled sinking fund     
   obligation, principal installment or final maturity (in each case due
within one year of the date of acquisition);                      

(d) the making of any Investment in any Person other than a Permitted     
Investment;                                                       

(e) any designation of a Restricted Subsidiary as an Unrestricted         
   Subsidiary, valued at the fair market value of the net assets of such
Restricted Subsidiary on the date of designation; and             

(f) forgiveness of any Indebtedness of an Affiliate of the Company (other 
      than a Restricted Subsidiary) to the Company or a Restricted Subsidiary.

For purposes of determining the amount expended for Restricted Payments, cash   
distributed or invested shall be valued at the face amount thereof and property 
other than cash shall be valued at its fair market value.                       

"Restricted Subsidiary" means a Subsidiary of the Company other than an   
Unrestricted Subsidiary and included all of the Subsidiaries of the Company     
existing as of the Issue Date.  The Board of Directors of the                   

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Company may designate any Unrestricted Subsidiary or any Person that is to      
become a Subsidiary as a Restricted Subsidiary if immediately after giving      
effect to such action (and treating any Acquired Indebtedness as having been    
incurred at the time of such action), the Company could have incurred at least  
$1.00 of additional Indebtedness under the Coverage Ratio Exception.            

"Rule 144A" means Rule 144A promulgated under the Securities Act.         

"Sale and Lease-Back Transaction" means any arrangement with any Person   
providing for the leasing by the Company or any Restricted Subsidiary of the    
Company of any real or tangible personal Property, which Property has been or   
is to be sold or transferred by the Company or such Restricted Subsidiary to    
such Person in contemplation of such leasing.                                   

 "Securities Act" means the Securities Act of 1933, as amended and the rules
and regulations promulgated thereunder.                                         

  "Senior Credit Facility" means the Credit Agreement dated as of December 20,
2002, among the Company, the Company's then existing Subsidiaries, the lenders  
party thereto in their capacities as lenders thereunder and Antares Capital     
Corporation, as agent, together with the related documents thereto (including,  
without limitation, any guarantee agreements and security documents), in each   
case as such agreements may be amended (including any amendment and restatement 
thereof), supplemented or otherwise modified from time to time, including any   
agreement extending the maturity of, refinancing, replacing or otherwise        
restructuring (including increasing the amount of available borrowings          
thereunder or adding Restricted Subsidiaries of the Company as additional       
borrowers or guarantors thereunder) all or any portion of the Indebtedness      
under such agreement or any successor or replacement agreement and whether by   
the same or any other agent, lender or group of lenders.                        

"Senior Indebtedness" means the principal of and premium, if any, and     
interest (including, without limitation, interest accruing or that would have   
accrued but for the filing of a bankruptcy, reorganization or other insolvency  
proceeding whether or not such interest constitutes an allowable claim in such  
proceeding) on, and any and all other fees, expense reimbursement obligations   
and other amounts due pursuant to the terms of all agreements, documents and    
instruments providing for, creating, securing or evidencing or otherwise        
entered into in connection with                                                 

(1) all Indebtedness of the Company or any Guarantor owed to lenders
under the Senior Credit Facility;                                         

(2) all obligations of the Company or any Guarantor with respect to 
hedging obligations;                                                      

     (3) all obligations of the Company or any Guarantor to reimburse any bank
or other Person in respect of amounts paid under letters of credit,       
acceptances or other similar instruments;                                 

    (4) all other Indebtedness of the Company or any Guarantor that does not
expressly provide that it is to rank pari passu with or subordinate to the
notes or the Guarantee of such Guarantor, as the case may be; and         

(5) all deferrals, renewals, extensions and refundings of, and      
  amendments, modifications and supplements to, any of the Senior Indebtedness
described above.                                                          

Notwithstanding anything to the contrary in the foregoing, Senior         
Indebtedness will not include                                                   

(1) Indebtedness of the Company or any Guarantor to any of their    
respective Subsidiaries, or to any Affiliate of the Company or such       
Guarantor or any of such Affiliate's Subsidiaries;                        

(2) Indebtedness represented by the notes and the Guarantees;       

(3) any Indebtedness which by the express terms of the agreement or 
instrument creating, evidencing or governing the same is junior or        
subordinate in right of payment to any item of Senior Indebtedness;       

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    (4) any trade payable arising from the purchase of goods or materials or
for services obtained in the ordinary course of business;                 

(5) Indebtedness incurred in violation of the Indenture; and        

(6) Indebtedness represented by Disqualified Capital Stock.         

"Subsidiary" of any specified Person means any corporation, partnership,  
limited liability company, joint venture, association or other business entity, 
whether now existing or hereafter organized or acquired,                        

  (a) in the case of a corporation, of which more than 50% of the total voting
      power of the Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, officers or
trustees thereof is held by such first-named Person or any of its 
Subsidiaries; or                                                  

 (b) in the case of a partnership, limited liability company, joint venture,
association or other business entity, with respect to which such  
      first-named Person or any of its Subsidiaries has the power to direct or
  cause the direction of the management and policies of such entity by
contract or otherwise or if in accordance with GAAP such entity is
consolidated with the first-named Person for financial statement  
purposes.                                                         

"Temporary Cash Investments" means                                        

(a) Investments in marketable, direct obligations issued or guaranteed by 
      the United States of America, or of any governmental agency or political
    subdivision thereof, maturing within 365 days of the date of purchase;

(b) Investments in certificates of deposit, eurodollar time deposits,     
bankers' acceptances or overnight bank deposits issued by a bank  
   organized under the laws of the United States of America or any state
thereof or the District of Columbia, in each case having capital, 
 surplus and undivided profits totaling more than $500.0 million and
    rated at least A by Standard & Poor's Rating Agency and A-2 by Moody's
Investors Service, Inc., maturing within 365 days of purchase;    

(c) repurchase obligations with a term of not more than seven days for    
 underlying securities of the types described in clauses (a) and (b)
above entered into with any financial institution meeting the     
qualifications specified in clause (b) above;                     

(d) commercial paper having a rating no lower than "A-2" from Moody's     
    Investors Service, Inc. or "P2" from Standard & Poor's Rating Services
and in each case maturing within 12 months after the date of      
acquisition; or                                                   

(e) Investments not exceeding 365 days in duration in money market funds  
    that invest substantially all of such funds' assets in the Investments
described in the preceding clauses (a), (b), (c) and (d).         

"Unrestricted Subsidiary" means                                           

(a) any Subsidiary of an Unrestricted Subsidiary and                      

  (b) any Subsidiary of the Company that is classified after the Issue Date as
an Unrestricted Subsidiary by a resolution adopted by the Board of
Directors of the Company; provided that a Subsidiary organized or 
   acquired after the Issue Date may be so classified as an Unrestricted
Subsidiary only if such classification is in compliance with the  
   covenant set forth under "Certain Covenants--Limitation on Restricted
Payments."                                                        

The Trustee shall be given prompt notice by the Company of each resolution
adopted by the Board of Directors of the Company under this provision, together 
with a copy of each such resolution adopted.                                    

  "Wholly-Owned Subsidiary" of a specified Person means any Subsidiary (or, if
such specified Person is the Company, a Restricted Subsidiary), all of the      
outstanding voting securities (other than directors' qualifying shares) of      
which are owned, directly or indirectly, by such Person.                        

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Book-Entry, Delivery And Form                                                   

Initially, the Exchange Notes will be represented by one or more notes in 
registered, global form without interest coupons (collectively, the "Global     
Notes").  The Global Notes will be deposited upon issuance with the trustee as  
custodian for The Depository Trust Company ("DTC"), in New York, New York, and  
registered in the name of DTC or its nominee, in each case for credit to an     
account of a direct or indirect participant as described below.                 

  Except as set forth below, the Global Notes may be transferred, in whole but
not in part, only to another nominee of DTC or to a successor of DTC or its     
nominee.  Beneficial interests in the Global Notes may not be exchanged for     
notes in certificated form except in the limited circumstances described        
below.  See "--Exchange of Book-Entry Notes for Certificated Notes."            

 Transfer of beneficial interests in the Global Notes will be subject to the
applicable rules and procedures of DTC and its direct or indirect participants  
(including, if applicable, those of Euroclear and Clearstream), which may       
change from time to time.                                                       

Depository Procedures                                                           

DTC has advised us that DTC is a limited-purpose trust company created to 
hold securities for its participating organizations (collectively, the          
"Participants") and to facilitate the clearance and settlement of transactions  
in those securities between the Participants through electronic book-entry      
changes in accounts of the Participants.  The Participants include securities   
brokers and dealers (including the initial purchasers), banks, trust companies, 
clearing corporations and certain other organizations.  Access to DTC's system  
is also available to other entities such as banks, brokers, dealers and trust   
companies that clear through or maintain a custodial relationship with a        
Participant, either directly or indirectly (collectively, the "Indirect         
Participants").  Persons who are not Participants may beneficially own          
securities held by or on behalf of DTC only through the Participants or the     
Indirect Participants.  The ownership interest and transfer of ownership        
interest of each actual purchaser of each security held by or on behalf of DTC  
are recorded on the records of the Participants and the Indirect Participants.  

DTC has also advised us that pursuant to procedures established by it, (a)
upon deposit of the Global Notes, DTC will credit the accounts of Participants  
designated by the initial purchasers with portions of the principal amount of   
the Global Notes and (b) ownership of such interests in the Global Notes will   
be shown on, and the transfer of ownership thereof will be effected only        
through, records maintained by DTC (with respect to the Participants) or by the 
Participants and the Indirect Participants (with respect to other owners of     
beneficial interests in the Global Notes).                                      

Investors in the Global Notes may hold their interests therein directly   
through DTC, if they are Participants in such system, or indirectly through     
organizations (including Euroclear and Clearstream) which are Participants in   
such system.  All interests in a Global Note, including those held through      
Euroclear or Clearstream, may be subject to the procedures and requirements of  
DTC.  Those interests held through Euroclear or Clearstream may also be subject 
to the procedures and requirements of such system.                              

 The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own.  Consequently, the ability to   
transfer beneficial interests in a Global Note to such persons may be limited   
to that extent.  Because DTC can act only on behalf of the Participants, which  
in turn act on behalf of the Indirect Participants and certain banks, the       
ability of a person having beneficial interests in a Global Note to pledge such 
interests to persons or entities that do not participate in the DTC system, or  
otherwise take actions in respect of such interests, may be affected by the     
lack of a physical certificate evidencing such interests.                       

 Except as described below, owners of interests in the Global Notes will not
have notes registered in their names, will not receive physical delivery of     
notes in certificated form and will not be considered the registered owners or  
holders thereof under the Indenture for any purpose.                            

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Payments in respect of the principal of (and premium, if any) and interest
on a Global Note registered in the name of DTC or its nominee will be payable   
to DTC or its nominee in its capacity as the registered holder under the        
Indenture.  Under the terms of the Indenture, we and the trustee will treat the 
persons in whose names the notes, including the Global Notes, are registered as 
the owners thereof for the purpose of receiving such payments and for any and   
all other purposes whatsoever.  Consequently, none of us, the initial           
purchasers, the trustee nor any of our agents or the agent of the initial       
purchasers or the trustee has or will have any responsibility or liability for  
(i) any aspect or accuracy of DTC's records or any Participant's or Indirect    
Participant's records relating to the beneficial ownership or (ii) any other    
matter relating to the actions and practices of DTC or any of the Participants  
or the Indirect Participants.                                                   

  DTC has advised us that its current practice, upon receipt of any payment in
respect of securities such as the notes (including principal and interest), is  
to credit the accounts of the relevant Participants with the payment on the     
payment date, in amounts proportionate to their respective holdings in          
principal amount of beneficial interests in the relevant security as shown on   
the records of DTC.  Payments by the Participants and the Indirect Participants 
to the beneficial owners of notes will be governed by standing instructions and 
customary practices and will not be the responsibility of DTC, the trustee or   
us.  Neither we nor the trustee will be liable for any delay by DTC or any of   
the Participants in identifying the beneficial owners of the notes, and we and  
the trustee may conclusively rely on and will be protected in relying on        
instructions from DTC or its nominee as the registered owner of the Global      
Notes for all purposes.                                                         

Except for trades involving only Euroclear and Clearstream participants,  
interests in the Global Notes will trade in DTC's Same-Day Funds Settlement     
System and secondary market trading activity in such interests will therefore   
settle in immediately available funds, subject in all cases to the rules and    
procedures of DTC and the Participants.                                         

Transfers between Participants in DTC will be effected in accordance with 
DTC's procedures and will be settled in same-day funds.  Transfers between      
accountholders in Euroclear and Clearstream will be effected in the ordinary    
way in accordance with their respective rules and operating procedures.         

Cross-market transfers between the accountholders in DTC, on the one hand,
and directly or indirectly through Euroclear or Clearstream accountholders, on  
the other hand, will be effected through DTC in accordance with DTC's rules on  
behalf of Euroclear or Clearstream, as the case may be, by its respective       
depository; however, such cross-market transactions will require delivery of    
instructions to Euroclear or Clearstream, as the case may be, by the            
counterparty in such system in accordance with the rules and procedures and     
within the established deadlines (Brussels time) of such system.  Euroclear or  
Clearstream, as the case may be, will, if the transaction meets its settlement  
requirements, deliver instructions to its respective depository to take action  
to effect final settlement on its behalf by delivering or receiving interests   
in the relevant Global Note in DTC, and making or receiving payment in          
accordance with normal procedures for same-day funds settlement applicable to   
DTC.  Euroclear and Clearstream accountholders may not deliver instructions     
directly to the depositories for Euroclear or Clearstream.                      

Because of time zone differences, the securities account of a Euroclear or
Clearstream accountholder purchasing an interest in a Global Note from an       
accountholder in DTC will be credited, and any such crediting will be reported  
to the relevant Euroclear or Clearstream participant, during the securities     
settlement processing day (which must be a business day for Euroclear or        
Clearstream) immediately following the settlement date of DTC.  Cash received   
in Euroclear or Clearstream as a result of sales of interests in a Global Note  
by or through a Euroclear or Clearstream accountholder to a Participant in DTC  
will be received with value on the settlement date of DTC but will be available 
in the relevant Euroclear or Clearstream cash account only as of the business   
day for Euroclear or Clearstream following DTC's settlement date.               

DTC has advised us that it will take any action permitted to be taken by a
holder of notes only at the direction of one or more Participants to whose      
account with DTC interests in the Global Notes are credited and only in respect 
of such portion of the aggregate principal amount of the notes as to which such 
Participant or Participants                                                     

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has or have given such direction.  However, if any of the events described      
under "--Exchange of Book Entry Notes for Certificated Notes" occurs, DTC       
reserves the right to exchange the Global Notes for notes in certificated form  
and to distribute such notes to its Participants.                               

The information in this section concerning DTC, Euroclear and Clearstream 
and their book-entry systems has been obtained from sources that we believe to  
be reliable, but we take no responsibility for the accuracy thereof.            

Although DTC, Euroclear and Clearstream have agreed to the foregoing      
procedures to facilitate transfers of interests in the Global Notes among       
accountholders in DTC and accountholders of Euroclear and Clearstream, they are 
under no obligation to perform or to continue to perform such procedures, and   
such procedures may be discontinued at any time.  None of us, the initial       
purchasers or the trustee nor any or our agents or the agent of the initial     
purchasers or the trustee will have any responsibility for the performance by   
DTC, Euroclear or Clearstream or their respective participants, indirect        
participants or accountholders of their respective obligations under the rules  
and procedures governing their operations.                                      

Exchange of Book-Entry Notes for Certificated Notes                             

A Global Note is exchangeable for definitive notes in registered          
certificated form if (i) DTC (x) notifies us that it is unwilling or unable to  
continue as depository for the Global Note and we thereupon fail to appoint a   
successor depository or (y) has ceased to be a clearing agency registered under 
the Exchange Act, or (ii) there shall have occurred and be continuing a Default 
or an Event of Default with respect to the notes.  In all cases, certificated   
notes delivered in exchange for any Global Note or beneficial interests therein 
will be registered in the names, and issued in any approved denominations,      
requested by or on behalf of DTC (in accordance with its customary procedures). 

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THE EXCHANGE OFFER  

We entered into a Registration Rights Agreement pursuant to which we have 
agreed, for the benefit of the holders of the outstanding notes, that we will,  
at our cost,                                                                    

    (1)  within 120 days after the issue date of the outstanding notes, file
a registration statement (the "Exchange Offer Registration Statement"), of
which this prospectus is a part, with the Commission with respect to a    
registered offer to exchange (the "Exchange Offer") the outstanding notes 
for notes, which will have terms substantially identical in all material  
respects to the outstanding notes (the "Exchange Notes"), except that the 
  Exchange Notes will not contain terms with respect to transfer restrictions,
  and will be guaranteed by the guarantors on terms substantially identical in
all material respects to the guarantees,                                  

   (2)  within 210 days after the issue date of the outstanding notes, use
our best efforts to cause the Exchange Offer Registration Statement to be 
declared effective under the Securities Act.  Upon the Exchange Offer     
 Registration Statement being declared effective, we will offer the Exchange
Notes in exchange for surrender of the outstanding notes, and             

    (3)  keep the Exchange Offer open for not less than 30 business days (or
 longer if required by applicable law) after the date notice of the Exchange
Offer is mailed to the holders of the outstanding notes.  For each        
outstanding note surrendered to us pursuant to the Exchange Offer, the    
 holder of such note will receive an Exchange Note having a principal amount
equal to that of the surrendered note.                                    

Under existing Commission interpretations, the Exchange Notes would in general  
be freely transferable after the Exchange Offer without further registration    
under the Securities Act; provided that, in the case of broker-dealers, a       
prospectus meeting the requirements of the Securities Act be delivered as       
required.  We have agreed for a period of 180 days after consummation of the    
Exchange Offer to make available a prospectus meeting the requirements of the   
Securities Act to any broker-dealer for use in connection with any resale of    
any such Exchange Notes acquired as described below.  A broker-dealer that      
delivers such a prospectus to purchasers in connection with such resales will   
be subject to certain of the civil liability provisions under the Securities    
Act, and will be bound by the provisions of the Registration Rights Agreement   
(including certain indemnification rights and obligations).                     

Each holder of outstanding notes that wishes to exchange such notes for   
Exchange Notes in the Exchange Offer will be required to make certain           
representations including representations that                                  

(1)  any Exchange Notes to be received by it will be acquired in the
ordinary course of its business;                                          

(2)  it has no arrangement with any person to participate in the    
distribution of the Exchange Notes; and                                   

   (3)  it is not an "affiliate," as defined in Rule 405 of the Securities
Act, of us or any of the guarantors, or if it is an affiliate, it will    
comply with the registration and prospectus delivery requirements of the  
Securities Act to the extent applicable.                                  

If the holder is not a broker-dealer, it will be required to represent that it  
is not engaged in, and does not intend to engage in, the distribution of the    
Exchange Notes.  If the holder is a broker-dealer that will receive Exchange    
Notes for its own account in exchange for notes that were acquired as a result  
of market-making activities or other trading activities, it will be required to 
acknowledge that it will deliver a prospectus in connection with any resale of  
such Exchange Notes.                                                            

 In the event that applicable interpretations of the staff of the Commission
do not permit us to effect such an Exchange Offer, or if for any other reason   
the Exchange Offer is not consummated within 270 days of the issue date of the  
notes or, under certain circumstances, if the initial purchasers shall so       
request, we will, at our own expense,                                           

(1)  as promptly as practicable, file a shelf registration statement
covering resales of the outstanding notes (the "Shelf Registration        
Statement");                                                              

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     (2)  use our best efforts to cause the Shelf Registration Statement to be
declared effective under the Securities Act; and                          

(3)  use our best efforts to keep effective the Shelf Registration  
Statement until the earlier of the disposition of the notes covered by the
Shelf Registration Statement or two years after the issue date of the     
outstanding notes.                                                        

We will, in the event of the Shelf Registration Statement, provide to each      
holder of the outstanding notes copies of the prospectus which is a part of the 
Shelf Registration Statement, notify each such holder when the Shelf            
Registration Statement for the outstanding notes has become effective and take  
certain other actions as are required to permit unrestricted resales of the     
outstanding notes.  A holder of the outstanding notes that sells such notes     
pursuant to the Shelf Registration Statement generally would be required to be  
named as a selling securityholder in the related prospectus and to deliver a    
prospectus to purchasers, will be subject to certain of the civil liability     
provisions under the Securities Act in connection with such sales and will be   
bound by the provisions of the Registration Rights Agreement which are          
applicable to such a holder (including certain indemnification rights and       
obligations).                                                                   

If we fail to comply with the above provisions or if such registration    
statement fails to become effective, then, as liquidated damages, additional    
interest shall become payable in respect of the notes as follows:               

 (1)  If (a) neither the Exchange Offer Registration Statement nor the
Shelf Registration Statement is not filed within 120 days after the issue 
date of the outstanding notes or (b) notwithstanding that we have         
 consummated or will consummate an Exchange Offer, we are required to file a
Shelf Registration Statement and such Shelf Registration Statement is not 
  filed on or prior to the date required by the Registration Rights Agreement;

 (2)  If (a) neither the Exchange Offer Registration Statement nor the
  Shelf Registration Statement is not declared effective within 210 days after
 the issue date of the outstanding notes or (b) notwithstanding that we have
 consummated or will consummate an Exchange Offer, we are required to file a
Shelf Registration Statement and such Shelf Registration Statement is not 
declared effective by the Commission on or prior to the 45th day following
the date such Shelf Registration Statement was filed; or                  

     (3)  If either (a) we have not exchanged the Exchange Notes for all notes
validly tendered in accordance with the terms of the Exchange Offer on or 
 prior to the 270th day after the issue date of the outstanding notes or (b)
  the Exchange Offer Registration Statement ceases to be effective at any time
prior to the time that the Exchange Offer is consummated or (c) if        
applicable, the Shelf Registration Statement ceases to be effective at any
time prior to the second anniversary of the issue date of the outstanding 
notes;                                                                    

(each such event referred to in clauses (1) through (3) above is a              
"Registration Default"), the sole remedy available to holders of the            
outstanding notes will be the immediate assessment of additional interest       
("Additional Interest") as follows: the per annum interest rate on the          
outstanding notes will increase by 0.25%, and the per annum interest rate will  
increase by an additional 0.25% for each subsequent 90-day period during which  
the Registration Default remains uncured, up to a maximum additional interest   
rate of 1.0% per annum in excess of the interest rate on the cover of this      
prospectus.  All Additional Interest will be payable to holders of the          
outstanding notes in cash on each interest payment date, commencing with the    
first such date occurring after any such Additional Interest commences to       
accrue, until such Registration Default is cured.  After the date on which such 
Registration Default is cured, the interest rate on the outstanding notes will  
revert to the interest rate originally borne by the outstanding notes (as shown 
on the cover of this prospectus).                                               

The foregoing is a summary of the material provisions of the Registration 
Rights Agreement. We encourage you to read the Registration Rights Agreement in 
its entirety, a copy of which will be available upon request.                   

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Terms of the Exchange Offer                                                     

Upon the terms and subject to the conditions set forth in this prospectus 
and in the letter of transmittal, we will accept any and all outstanding notes  
validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on   
the expiration date of the exchange offer. We will issue $1,000 principal       
amount of exchange notes in exchange for each $1,000 principal amount of        
outstanding notes accepted in the exchange offer. Any holder may tender some or 
all of its outstanding notes pursuant to the exchange offer. However,           
outstanding notes may be tendered only in integral multiples of $1,000.         

 The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes except that:                                           

     (1)  the exchange notes bear a Series B designation and a different CUSIP
Number from the outstanding notes;                                        

     (2)  the exchange notes have been registered under the Securities Act and
hence will not bear legends restricting the transfer thereof; and         

  (3)  the holders of the exchange notes will not be entitled to certain
rights under the registration rights agreement, including the provisions  
providing for an increase in the interest rate on the outstanding notes in
certain circumstances relating to the timing of the exchange offer, all of
which rights will terminate when the exchange offer is terminated.        

The exchange notes will evidence the same debt as the outstanding notes and     
will be entitled to the benefits of the indenture.                              

As of the date of this prospectus, $150,000,000 aggregate principal amount
of the outstanding notes were outstanding. We have fixed the close of business  
on June 13, 2003 as the record date for the exchange offer for purposes of      
determining the persons to whom this prospectus and the letter of transmittal   
will be mailed initially.                                                       

  Holders of outstanding notes do not have any appraisal or dissenters' rights
under the Delaware General Corporation Law of Delaware, or the indenture        
relating to the notes in connection with the exchange offer. We intend to       
conduct the exchange offer in accordance with the applicable requirements of    
the Exchange Act and the rules and regulations of the SEC thereunder.           

 We will be deemed to have accepted validly tendered outstanding notes when,
as and if we have given oral or written notice thereof to the exchange agent.   
The exchange agent will act as agent for the tendering holders for the purpose  
of receiving the exchange notes from us.                                        

If any tendered outstanding notes are not accepted for exchange because of
an invalid tender, the occurrence of specified other events set forth in this   
prospectus or otherwise, the certificates for any unaccepted outstanding notes  
will be returned, without expense, to the tendering holder thereof promptly     
after the expiration date of the exchange offer.                                

Holders who tender outstanding notes in the exchange offer will not be    
required to pay brokerage commissions or fees or, subject to the instructions   
in the letter of transmittal, transfer taxes with respect to the exchange of    
outstanding notes pursuant to the exchange offer. We will pay all charges and   
expenses, other than transfer taxes in certain circumstances, in connection     
with the exchange offer. See "--Fees and Expenses."                             

Expiration Date; Extensions; Amendments                                         

 The term "expiration date" will mean 5:00 p.m., New York City time, on July
28, 2003, unless we, in our sole discretion, extend the exchange offer, in      
which case the term "expiration date" will mean the latest date and time to     
which the exchange offer is extended.                                           

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  In order to extend the exchange offer, we will make a press release or other
public announcement, notify the exchange agent of any extension by oral or      
written notice and will mail to the registered holders an announcement thereof, 
each prior to 9:00 a.m., New York City time, on the next business day after the 
previously scheduled expiration date.                                           

We reserve the right, in our sole discretion, (1) to delay accepting any  
outstanding notes, to extend the exchange offer or to terminate the exchange    
offer if any of the conditions set forth below under "--Conditions" have not    
been satisfied, by giving oral or written notice of any delay, extension or     
termination to the exchange agent or (2) to amend the terms of the exchange     
offer in any manner. Such decision will also be communicated in a press release 
or other public announcement prior to 9:00 a.m., New York City time on the next 
business day following such decision Any announcement of delay in acceptance,   
extension, termination or amendment will be followed promptly by oral or        
written notice thereof to the registered holders.                               

Interest on the Exchange Notes                                                  

The exchange notes will bear interest from their date of issuance. Holders
of outstanding notes that are accepted for exchange will receive, in cash,      
accrued interest thereon to, but not including, the date of issuance of the     
exchange notes. Such interest will be paid with the first interest payment on   
the exchange notes on June 15, 2003. Interest on the outstanding notes accepted 
for exchange will cease to accrue upon issuance of the exchange notes.          

 Interest on the exchange notes is payable semi-annually on each June 15 and
December 15, commencing on June 15, 2003.                                       

Procedures for Tendering                                                        

Only a holder of outstanding notes may tender outstanding notes in the    
exchange offer. To tender in the exchange offer, a holder must complete, sign   
and date the letter of transmittal, or a facsimile thereof, have the signatures 
thereon guaranteed if required by the letter of transmittal or transmit an      
agent's message in connection with a book-entry transfer, and mail or otherwise 
deliver the letter of transmittal or the facsimile, together with the           
outstanding notes and any other required documents, to the exchange agent prior 
to 5:00 p.m., New York City time, on the expiration date. To be tendered        
effectively, the outstanding notes, letter of transmittal or an agent's message 
and other required documents must be completed and received by the exchange     
agent at the address set forth below under "Exchange Agent" prior to 5:00 p.m., 
New York City time, on the expiration date. Delivery of the outstanding notes   
may be made by book-entry transfer in accordance with the procedures described  
below. Confirmation of the book-entry transfer must be received by the exchange 
agent prior to the expiration date.                                             

The term "agent's message" means a message, transmitted by a book-entry   
transfer facility to, and received by, the exchange agent forming a part of a   
confirmation of a book-entry, which states that the book-entry transfer         
facility has received an express acknowledgment from the participant in the     
book-entry transfer facility tendering the outstanding notes that the           
participant has received and agrees: (1) to participate in ATOP; (2) to be      
bound by the terms of the letter of transmittal; and (3) that we may enforce    
the agreement against the participant.                                          

By executing the letter of transmittal, each holder will make to us the   
representations set forth above in the third paragraph under the heading        
"--Purpose and Effect of the Exchange Offer."                                   

 The tender by a holder and our acceptance thereof will constitute agreement
between the holder and us in accordance with the terms and subject to the       
conditions set forth in this prospectus and in the letter of transmittal or     
agent's message.                                                                

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  The method of delivery of outstanding notes and the letter of transmittal or
agent's message and all other required documents to the exchange agent is at    
the election and sole risk of the holder. As an alternative to delivery by      
mail, holders may wish to consider overnight or hand delivery service. In all   
cases, sufficient time should be allowed to assure delivery to the exchange     
agent before the expiration date. No letter of transmittal or old notes should  
be sent to us. Holders may request their respective brokers, dealers,           
commercial banks, trust companies or nominees to effect the above transactions  
for them.                                                                       

  Any beneficial owner whose outstanding notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes  
to tender should contact the registered holder promptly and instruct the        
registered holder to tender on the beneficial owner's behalf. See "Instructions 
to Registered Holder and/or Book-Entry Transfer Facility Participant from       
Beneficial Owner" included with the letter of transmittal.                      

  Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member of the Medallion System unless the       
outstanding notes tendered pursuant to the letter of transmittal are tendered   
(1) by a registered holder who has not completed the box entitled "Special      
Registration Instructions" or "Special Delivery Instructions" on the letter of  
transmittal or (2) for the account of a member firm of the Medallion System. In 
the event that signatures on a letter of transmittal or a notice of withdrawal, 
as the case may be, are required to be guaranteed, the guarantee must be by a   
member firm of the Medallion System.                                            

  If the letter of transmittal is signed by a person other than the registered
holder of any outstanding notes listed in this prospectus, the outstanding      
notes must be endorsed or accompanied by a properly completed bond power,       
signed by the registered holder as the registered holder's name appears on the  
outstanding notes with the signature thereon guaranteed by a member firm of the 
Medallion System.                                                               

If the letter of transmittal or any outstanding notes or bond powers are  
signed by trustees, executors, administrators, guardians, attorneys-in-fact,    
offices of corporations or others acting in a fiduciary or representative       
capacity, the person signing should so indicate when signing, and evidence      
satisfactory to us of its authority to so act must be submitted with the letter 
of transmittal.                                                                 

  We understand that the exchange agent will make a request promptly after the
date of this prospectus to establish accounts with respect to the outstanding   
notes at DTC for the purpose of facilitating the exchange offer, and subject to 
the establishment thereof, any financial institution that is a participant in   
DTC's system may make book-entry delivery of outstanding notes by causing DTC   
to transfer the outstanding notes into the exchange agent's account with        
respect to the outstanding notes in accordance with DTC's procedures for the    
transfer. Although delivery of the outstanding notes may be effected through    
book-entry transfer into the exchange agent's account at DTC, unless an agent's 
message is received by the exchange agent in compliance with ATOP, an           
appropriate letter of transmittal properly completed and duly executed with any 
required signature guarantee and all other required documents must in each case 
be transmitted to and received or confirmed by the exchange agent at its        
address set forth below on or prior to the expiration date, or, if the          
guaranteed delivery procedures described below are complied with, within the    
time period provided under the procedures. Delivery of documents to DTC does    
not constitute delivery to the exchange agent.                                  

All questions as to the validity, form, eligibility, including time of    
receipt, acceptance of tendered outstanding notes and withdrawal of tendered    
outstanding notes will be determined by us in our sole discretion, which        
determination will be final and binding. We reserve the absolute right to       
reject any and all outstanding notes not properly tendered or any outstanding   
notes our acceptance of which would, in the opinion of our counsel, be          
unlawful. We also reserve the right in our sole discretion to waive any         
defects, irregularities or conditions of tender as to particular outstanding    
notes. If we waive a condition, we will waive it for all holders. Our           
interpretation of the terms and conditions of the exchange offer, including the 
instructions in the letter of transmittal, will be final and binding on all     
parties. Unless waived, any defects or irregularities in connection with        
tenders of outstanding notes must be cured within the time we determine.        
Although we intend to notify                                                    

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holders of defects or irregularities with respect to tenders of outstanding     
notes, neither we, the exchange agent nor any other person will incur any       
liability for failure to give the notification. Tenders of outstanding notes    
will not be deemed to have been made until the defects or irregularities have   
been cured or waived. Any outstanding notes received by the exchange agent that 
are not properly tendered and as to which the defects or irregularities have    
not been cured or waived will be returned by the exchange agent to the          
tendering holders, unless otherwise provided in the letter of transmittal,      
promptly following the expiration date.                                         

Guaranteed Delivery Procedures                                                  

  Holders who wish to tender their outstanding notes and (1) whose outstanding
notes are not immediately available, (2) who cannot deliver their outstanding   
notes, the letter of transmittal or any other required documents to the         
exchange agent or (3) who cannot complete the procedures for book-entry         
transfer, prior to the expiration date, may effect a tender if:                 

(A) the tender is made through a member firm of the Medallion System;     

 (B) prior to the expiration date, the exchange agent receives from a member
 firm of the Medallion System a properly completed and duly executed
   Notice of Guaranteed Delivery by facsimile transmission, mail or hand
delivery setting forth the name and address of the holder, the    
     certificate number(s) of the outstanding notes and the principal amount
  of outstanding notes tendered, stating that the tender is being made
 thereby and guaranteeing that, within three New York Stock Exchange
  trading days after the expiration date, the letter of transmittal or
 facsimile thereof together with the certificate(s) representing the
outstanding notes or a confirmation of book-entry transfer of the 
 outstanding notes into the exchange agent's account at DTC, and any
     other documents required by the letter of transmittal will be deposited
     by the member firm of the Medallion System with the exchange agent; and

(C) the properly completed and executed letter of transmittal of facsimile
thereof, as well as the certificate(s) representing all tendered  
outstanding notes in proper form for transfer or a confirmation of
    book-entry transfer of the outstanding notes into the exchange agent's
account at DTC, and all other documents required by the letter of 
 transmittal are received by the exchange agent within five New York
Stock Exchange trading days after the expiration date.            

 Upon request to the exchange agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their outstanding notes according to the     
guaranteed delivery procedures set forth above.                                 

Withdrawal of Tenders                                                           

Except as otherwise provided in this prospectus, tenders of outstanding   
notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on   
the expiration date.                                                            

  To withdraw a tender of outstanding notes in the exchange offer, a telegram,
telex, letter or facsimile transmission notice of withdrawal must be received   
by the exchange agent at its address set forth in this prospectus prior to 5:00 
p.m., New York City time, on the expiration date of the exchange offer. Any     
notice of withdrawal must:                                                      

  (1) specify the name of the person having deposited the outstanding notes to
be withdrawn;                                                     

(2) identify the outstanding notes to be withdrawn, including the         
      certificate number(s) and principal amount of the outstanding notes, or,
      in the case of outstanding notes transferred by book-entry transfer, the
name and number of the account at DTC to be credited;             

 (3) be signed by the holder in the same manner as the original signature on
     the letter of transmittal by which the outstanding notes were tendered,
including any required signature guarantees, or be accompanied by 
      documents of transfer sufficient to have the trustee with respect to the
   outstanding notes register the transfer of the outstanding notes into
the name of the person withdrawing the tender; and                

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  (4) specify the name in which any outstanding notes are to be registered, if
      different from that of the person depositing the outstanding notes to be
withdrawn.                                                        

All questions as to the validity, form and eligibility, including time of       
receipt, of the notices will be determined by us, which determination will be   
final and binding on all parties. Any outstanding notes so withdrawn will be    
deemed not to have been validly tendered for purposes of the exchange offer and 
no exchange notes will be issued with respect thereto unless the outstanding    
notes so withdrawn are validly retendered. Any outstanding notes which have     
been tendered but which are not accepted for exchange will be returned to the   
holder thereof without cost to the holder promptly after withdrawal, rejection  
of tender or termination of the exchange offer. Properly withdrawn outstanding  
notes may be retendered by following one of the procedures described above      
under "--Procedures for Tendering" at any time prior to the expiration date.    

Conditions                                                                      

Notwithstanding any other term of the exchange offer, we will not be      
required to accept for exchange, or exchange notes for, any outstanding notes,  
and may, prior to the expiration of the exchange offer, terminate or amend the  
exchange offer as provided in this prospectus before the acceptance of the      
outstanding notes, if:                                                          

 (1) any action or proceeding is instituted or threatened in any court or by
  or before any governmental agency with respect to the exchange offer
which we reasonably believe might materially impair our ability to
     proceed with the exchange offer or any material adverse development has
     occurred in any existing action or proceeding with respect to us or any
of our subsidiaries; or                                           

  (2) any law, statute, rule, regulation or interpretation by the Staff of the
    SEC is proposed, adopted or enacted, which we reasonably believe might
 materially impair our ability to proceed with the exchange offer or
      materially impair the contemplated benefits of the exchange offer to us;
or                                                                

(3) any governmental approval has not been obtained, which approval we    
     reasonably believe to be necessary for the consummation of the exchange
offer as contemplated by this prospectus.                         

If we determine in our sole discretion that any of the conditions are not 
satisfied, we may (1) refuse to accept any outstanding notes and return all     
tendered outstanding notes to the tendering holders, (2) extend the exchange    
offer and retain all outstanding notes tendered prior to the expiration of the  
exchange offer, subject, however, to the rights of holders to withdraw the      
outstanding notes (see "--Withdrawal of Tenders") or (3) waive the unsatisfied  
conditions with respect to the exchange offer and accept all properly tendered  
outstanding notes which have not been withdrawn.                                

Exchange Agent                                                                  

 Bank One, N.A. has been appointed as exchange agent for the exchange offer.
Questions and requests for assistance, requests for additional copies of this   
prospectus or of the letter of transmittal and requests for Notice of           
Guaranteed Delivery should be directed to the exchange agent addressed as       
follows:                                                                        

Overnight Courier or                              
Registered/Certified                              
Mail:                     By Hand:                

Bank One, N.A. 1111                               
Polaris Parkway Suite:    Bank One, N.A. 1111     
N1 Mail Code              Polaris Parkway Suite:  
OH1-0184 Columbus, Ohio   N1 Mail Code            
43240 Attention:          OH1-0184 Columbus, Ohio 
  Exchanges                 43240 Attention: Exchanges

 Facsimile                 For Information Telephone
Transmission: (614)       (call toll-free): (800) 
248-9987                  346-5153                

Confirm Receipt of                                
Facsimile by                                      
Telephone: (800)                                  
346-5153                                          

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Delivery to an address other than set forth above will not constitute a valid   
delivery.                                                                       

Fees and Expenses                                                               

 We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by          
telegraph, telecopy, telephone or in person by our and our affiliates' officers 
and regular employees.                                                          

We have not retained any dealer-manager in connection with the exchange   
offer and will not make any payments to brokers, dealers or others soliciting   
acceptances of the exchange offer. We will, however, pay the exchange agent     
reasonable and customary fees for its services and will reimburse it for its    
reasonable out-of-pocket expenses incurred in connection with these services.   

  We will pay the cash expenses to be incurred in connection with the exchange
offer. Such expenses include fees and expenses of the exchange agent and        
trustee, accounting and legal fees and printing costs, among others.            

Accounting Treatment                                                            

The exchange notes will be recorded at the same carrying value as the     
outstanding notes, which is face value, as reflected in our accounting records  
on the date of exchange. Accordingly, we will not recognize any gain or loss    
for accounting purposes as a result of the exchange offer. The expenses of the  
exchange offer will be deferred and charged to expense over the term of the     
exchange notes.                                                                 

Consequences of Failure to Exchange                                             

 The outstanding notes that are not exchanged for exchange notes pursuant to
the exchange offer will remain restricted securities. Accordingly, the          
outstanding notes may be resold only:                                           

(1) to us upon redemption thereof or otherwise;                           

(2) so long as the outstanding notes are eligible for resale pursuant to  
Rule 144A, to a person inside the United States whom the seller   
reasonably believes is a qualified institutional buyer within the 
    meaning of Rule 144A under the Securities Act in a transaction meeting
  the requirements of Rule 144A, in accordance with Rule 144 under the
    Securities Act, or pursuant to another exemption from the registration
     requirements of the Securities Act, which other exemption is based upon
an opinion of counsel reasonably acceptable to us;                

(3) outside the United States to a foreign person in a transaction meeting
the requirements of Rule 904 under the Securities Act; or         

(4) pursuant to an effective registration statement under the Securities  
    Act, in each case in accordance with any applicable securities laws of
any state of the United States.                                   

Resale of the Exchange Notes                                                    

With respect to resales of exchange notes, based on interpretations by the
Staff of the SEC set forth in no-action letters issued to third parties, we     
believe that a holder or other person who receives exchange notes, whether or   
not the person is the holder, other than a person that is our affiliate within  
the meaning of Rule 405 under the Securities Act, in exchange for outstanding   
notes in the ordinary course of business and who is not participating, does not 
intend to participate, and has no arrangement or understanding with any person  
to participate, in the distribution of the exchange notes, will be allowed to   
resell the exchange notes to the public without further registration under the  
Securities Act and without delivering to the purchasers of the exchange notes a 
prospectus that satisfies the requirements of Section 10 of the Securities Act. 
However, if any holder acquires exchange notes in the exchange offer for the    
purpose of distributing or participating in a distribution of the exchange      
notes, the holder cannot rely on the position of the Staff of the SEC expressed 
in the no-action letters or any similar interpretive letters, and must comply   
with the registration and prospectus delivery requirements of the Securities    
Act in connection with any resale transaction, unless an exemption from         
registration is otherwise available. Further, each broker-dealer that receives  
exchange notes for its own account in exchange for outstanding notes, where the 
outstanding notes were acquired by the broker-dealer as a result of             
market-making activities or other trading activities, must acknowledge that it  
will deliver a prospectus in connection with any resale of the exchange notes.  

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS  

 The following is a summary of material U.S. federal income tax consequences
of the acquisition, ownership and disposition of the notes, but does not        
purport to be a complete analysis of all the potential tax considerations.      
This summary is based upon the Internal Revenue Code of 1986, as amended (the   
"Code"), the Treasury Department regulations promulgated or proposed thereunder 
and administrative and judicial interpretations thereof, all as of the date     
hereof and all of which are subject to change, possibly on a retroactive        
basis.  This summary is limited to the tax consequences of those persons who    
are original beneficial owners of the notes, who purchase notes at their        
original issue price for cash and who hold such notes as capital assets within  
the meaning of Section 1221 of the Code ("Holders").  This summary does not     
purport to deal with all aspects of U.S. federal income taxation that might be  
relevant to particular Holders in light of their particular investment          
circumstances or status, nor does it address specific tax consequences that may 
be relevant to particular persons (including, for example, financial            
institutions, broker-dealers, insurance companies, partnerships or other        
pass-through entities, expatriates, tax-exempt organizations and persons that   
have a functional currency other than the U.S. Dollar or persons in special     
situations, such as those who have elected to mark securities to market or      
those who hold notes as part of a straddle, hedge, conversion transaction or    
other integrated investment).  In addition, this summary does not address U.S.  
federal alternative minimum tax consequences or consequences under the tax laws 
of any state, local or foreign jurisdiction.  We have not sought any ruling     
from the Internal Revenue Service (the "IRS") with respect to the statements    
made and the conclusions reached in this summary, and we cannot assure you that 
the IRS will agree with such statements and conclusions.                        

We recommend that prospective purchasers of the notes consult their tax   
advisors concerning the U.S. federal income taxation and other tax consequences 
to them of acquiring, owning and disposing of the notes, as well as the         
application of state, local and foreign income and other tax laws.              

For purposes of the following summary, a "U.S. Holder" is (i) a citizen or
individual resident of the United States; (ii) a corporation or other entity    
taxable as a corporation created or organized under the laws of the United      
States or any political subdivision thereof; (iii) an estate, the income of     
which is subject to U.S. federal income tax regardless of the source or (iv) a  
trust, if a court within the United States is able to exercise primary          
supervision over the trust's administration and one or more U.S. persons have   
the authority to control all its substantial decisions or if a valid election   
to be treated as a U.S. person is in effect with respect to such trust.  A      
"Non-U.S. Holder" is a Holder that is neither a U.S. Holder nor a partnership   
for U.S. federal income tax purposes.                                           

 A partnership for U.S. federal income tax purposes is not subject to income
tax on income derived from holding the notes.  A partner of the partnership may 
be subject to tax on such income under rules similar to the rules for U.S.      
Holders or non-U.S. Holders depending on whether (i) the partner is a U.S. or a 
non-U.S. person, and (ii) the partnership is or is not engaged in a U.S. trade  
or business to which income or gain from the notes is effectively connected.    
If you are a partner of a partnership acquiring the notes, you should consult   
your tax advisor about the U.S. tax consequences of holding and disposing of    
the notes.                                                                      

U.S. Federal Income Taxation of U.S. Holders                                    

Payment of Interest                                                         

 The semi-annual payments of interest on the notes will be "qualified stated
interest," and will generally be includable in the income of a U.S. Holder in   
accordance with the U.S. Holder's regular method of accounting for U.S. federal 
income tax purposes.                                                            

Additional Interest                                                         

We are obligated to pay additional interest on the notes under certain    
circumstances described under "The Exchange Offer."  Although the matter is not 
free from doubt, such additional interest should be taxable as ordinary         
interest income at the time it accrues or is received in accordance with the    
U.S. Holder's regular method                                                    

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of accounting for federal income tax purposes.  It is possible, however, that   
the IRS may take a different position, in which case the timing and amount of   
income inclusion may be different from that described above.  U.S. Holders      
should consult their own tax advisors about payments of additional interest.    

Disposition of Notes                                                        

Upon the sale, exchange, redemption or other disposition of a note, a U.S.      
Holder generally will recognize taxable gain or loss equal to the difference    
between (i) the sum of cash plus the fair market value of all other property    
received on such disposition (except to the extent such cash or property is     
attributable to accrued but unpaid interest, which is treated as interest as    
described above) and (ii) such Holder's adjusted tax basis in the note.  A U.S. 
Holder's adjusted tax basis in a note generally will equal the cost of the note 
to such Holder.                                                                 

Gain or loss recognized on the disposition of a note generally will be    
capital gain or loss, and will be long-term capital gain or loss if, at the     
time of such disposition, the U.S. Holder's holding period for the note is more 
than twelve months.  The maximum federal long-term capital gain rate is 20% for 
noncorporate U.S. Holders and 35% for corporate U.S. Holders.  The              
deductibility of capital losses by U.S. Holders is subject to limitations.      

Exchange of Notes                                                           

The exchange of notes for registered notes in the exchange offer will not 
constitute a material modification of the terms of the notes and thus will not  
constitute a taxable event for U.S. Holders.  Consequently, a U.S. Holder will  
not recognize gain upon receipt of registered notes in exchange for notes in    
the exchange offer, the U.S. Holder's basis in the registered note received in  
the exchange offer will be the same as its basis in the corresponding notes     
immediately before the exchange and the U.S. Holder's holding period in the     
registered notes will include its holding period in the original notes.         

U.S. Federal Income Taxation of Non-U.S. Holders                                

Payment of Interest                                                         

  Subject to the discussion of backup withholding below, payments of principal
and interest on the notes by us or any of our agents to a Non-U.S. Holder will  
not be subject to U.S. federal withholding tax, provided that such payments are 
not effectively connected with the conduct of a U.S. trade or business and:     

 (1)  the Non-U.S Holder does not, directly or indirectly, actually or
constructively own 10% or more of the total combined voting power of all  
classes of our stock entitled to vote;                                    

     (2)  the Non-U.S. Holder is not a controlled foreign corporation for U.S.
federal income tax purposes that is related to us directly or indirectly  
through stock ownership;                                                  

    (3)  the Non-U.S. Holder is not a bank described in Section 881(c)(3)(A)
of the Code; and                                                          

    (4)  either (a) the beneficial owner of the notes certifies to us or our
 agent on IRS Form W-8BEN (or a suitable substitute form or successor form),
under penalties of perjury, that it is not a "U.S. person" (as defined in 
the Code) and provides its name and address, or (b) a securities clearing 
organization, bank or other financial institution that holds customers'   
securities in the ordinary course of its trade or business (a "financial  
institution") and holds the notes on behalf of the beneficial owner       
certifies to us or our agent, under penalties of perjury, that such a     
statement has been received from the beneficial owner by it or by a       
financial institution between it and the beneficial owner and furnishes us
with a copy thereof (the "Portfolio Interest Exemption").                 

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If a Non-U.S. Holder cannot satisfy the requirements of the Portfolio     
Interest Exemption, payments of interest made to such Non-U.S. Holder will be   
subject to a 30% withholding tax unless the beneficial owner of the note        
provides us or our agent, as the case may be, with a properly executed:         

   (1)  IRS Form W-8BEN (or successor form) claiming an exemption from, or
reduction in, withholding under a tax treaty (a "Treaty Exemption"), or   

  (2)  IRS Form W-8ECI (or successor form) stating that interest paid on
the note is not subject to withholding tax because it is U.S. trade or    
  business income to the beneficial owner (in which case such interest will be
subject to regular graduated U.S. tax rates as described below).          

The certification requirement described above also may require a non-U.S. 
Holder that provides an IRS form, or that claims a Treaty Exemption, to provide 
its U.S. taxpayer identification number.                                        

 We suggest that you consult your tax advisor about the specific methods for
satisfying these requirements.  A claim for exemption will not be valid if the  
person receiving the applicable form has actual knowledge that the statements   
on the form are false.                                                          

If interest on the note is effectively connected with a U.S. trade or     
business of the beneficial owner, the Non-U.S. Holder, although exempt from the 
withholding tax described above, will be subject to U.S. federal income tax on  
such interest on a net income basis in the same manner as if it were a U.S.     
Holder.  In addition, if such Holder is a foreign corporation, it may be        
subject to a branch profits tax equal to 30% of its effectively connected       
earnings and profits for the taxable year, subject to adjustments.  For this    
purpose, interest on a note which is effectively connected with a U.S. trade or 
business will be included in such foreign corporation's earnings and profits.   

Additional Interest                                                         

Any additional interest payable on the notes as discussed under "U.S.     
Federal Income Taxation of U.S. Holders-Additional Interest" should be treated  
as a payment of interest as discussed above.                                    

Disposition of Notes                                                        

No withholding of U.S. federal income tax will be required with respect to
any gain or income realized by a Non-U.S. Holder upon the sale, exchange or     
disposition of a note (except with respect to accrued and unpaid interest,      
which would be treated as interest as discussed above).                         

A Non-U.S. Holder will not be subject to U.S. federal income tax on gain  
realized on the sale, exchange or other disposition of a note unless (a) the    
Non-U.S. Holder is an individual who is present in the United States for a      
period or periods aggregating 183 or more days in the taxable year of the       
disposition and certain other conditions are met, (b) the Non-U.S. Holder is    
subject to tax pursuant to the provisions of U.S. tax law applicable to certain 
U.S. expatriates or (c) such gain or income is effectively connected with a     
U.S. trade or business. Pending legislation would lower the maximum federal     
long-term capital gain rate to 15% under certain circumstances.                 

Exchange of Notes                                                           

The exchange of notes for registered notes in the exchange offer will not 
constitute a taxable event for a Non-U.S. Holder.                               

Information Reporting and Backup Withholding                                    

U.S. Holders                                                                

For each calendar year in which the notes are outstanding, we are required
to provide the IRS with certain information, including the beneficial owner's   
name, address and taxpayer identification number, the aggregate amount of       
interest paid to that beneficial owner during the calendar year and the amount  
of tax withheld, if any. This obligation, however, does not apply with respect  
to certain payments to U.S. Holders, including corporations and tax-exempt      
organizations, provided that they establish entitlement to an exemption.        

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In the event that a U.S. Holder subject to the reporting requirements     
described above fails to supply its correct taxpayer identification number in   
the manner required by applicable law or underreports its tax liability, we,    
our agents or paying agents or a broker may be required to "backup" withhold a  
tax at a rate of 30% (but subject to periodic reductions through 2006) of each  
payment of interest and principal (and premium or liquidated damages, if any)   
on the notes.  This backup withholding is not an additional tax and may be      
refunded or credited against the U.S. Holder's U.S. federal income tax          
liability, provided that the required information is furnished to the IRS.      

Non-U.S. Holders                                                            

Under current Treasury Regulations, U.S. backup withholding tax will not  
apply to payments on a note or proceeds from the sale of a note payable to a    
Non-U.S. Holder if the statement described in "U.S. Federal Income Taxation of  
Non-U.S. Holders--Payment of Interest" is duly provided by such Holder or the   
Holder otherwise establishes an exemption, provided that the payor does not     
have actual knowledge that the Holder is a U.S. person or that the conditions   
of any claimed exemption are not satisfied.  Certain information reporting may  
still apply to interest payments even if an exemption from backup withholding   
is established.                                                                 

 Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. Holder will be allowed as a refund or a credit against such non-U.S.   
Holder's U.S. federal income tax liability, provided that the requisite         
procedures are followed.                                                        

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PLAN OF DISTRIBUTION  

Each participating broker-dealer that receives exchange notes for its own 
account pursuant to the exchange offer must acknowledge that it will deliver a  
prospectus in connection with any resale of such exchange notes. This           
prospectus, as it may be amended or supplemented from time to time, may be used 
by a participating broker-dealer in connection with resales of exchange notes   
received in exchange for outstanding notes where such outstanding notes were    
acquired as a result of market-making activities or other trading activities.   
We have agreed that for a period of one year after the expiration date, we will 
make this prospectus, as amended or supplemented, available to any              
participating broker-dealer for use in connection with any such resale.         

We will not receive any proceeds from any sales of the exchange notes by  
participating broker-dealers. Exchange notes received by participating          
broker-dealers for their own account pursuant to the exchange offer may be sold 
from time to time in one or more transactions in the over-the-counter market,   
in negotiated transactions, through the writing of options on the exchange      
notes or a combination of such methods of resale, at market prices prevailing   
at the time of resale, at prices related to such prevailing market prices or    
negotiated prices. Any such resale may be made directly to purchasers or to or  
through brokers or dealers who may receive compensation in the form of          
commissions or concessions from any such participating broker-dealer and/or the 
purchasers of any such exchange notes. Any participating broker-dealer that     
resells the exchange notes that were received by it for its own account         
pursuant to the exchange offer and any broker or dealer that participates in a  
distribution of such exchange notes may be deemed to be an "underwriter" within 
the meaning of the Securities Act and any profit on any such resale of exchange 
notes and any commissions or concessions received by any such persons may be    
deemed to be underwriting compensation under the Securities Act. The letter of  
transmittal states that by acknowledging that it will deliver and by delivering 
a prospectus, a participating broker-dealer will not be deemed to admit that it 
is an "underwriter" within the meaning of the Securities Act.                   

For a period of one year after the expiration date we will promptly send  
additional copies of this prospectus and any amendment or supplement to this    
prospectus to any participating broker-dealer that requests such documents in   
the letter of transmittal.                                                      

Prior to the exchange offer, there has not been any public market for the 
outstanding notes. The outstanding notes have not been registered under the     
Securities Act and will be subject to restrictions on transferability to the    
extent that they are not exchanged for exchange notes by holders who are        
entitled to participate in this exchange offer. The holders of outstanding      
notes, other than any holder that is our affiliate within the meaning of Rule   
405 under the Securities Act, who are not eligible to participate in the        
exchange offer are entitled to certain registration rights, and we are required 
to file a shelf registration statement with respect to the outstanding notes.   
The exchange notes will constitute a new issue of securities with no            
established trading market. We do not intend to list the exchange notes on any  
national securities exchange or to seek the admission thereof to trading in the 
National Association of Securities Dealers Automated Quotation System. In       
addition, such market making activity will be subject to the limits imposed by  
the Securities Act and the Exchange Act and may be limited during the exchange  
offer and the pendency of the shelf registration statements. Accordingly, no    
assurance can be given that an active public or other market will develop for   
the exchange notes or as to the liquidity of the trading market for the         
exchange notes. If a trading market does not develop or is not maintained,      
holders of the exchange notes may experience difficulty in reselling the        
exchange notes or may be unable to sell them at all. If a market for the        
exchange notes develops, any such market may be discontinued at any time.       

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LEGAL MATTERS 

The validity of the exchange notes and the guarantees and other legal     
matters, including the tax-free nature of the exchange, will be passed upon on  
our behalf by Kirkland & Ellis, a partnership that includes professional        
corporations, Chicago, Illinois. Certain partners of Kirkland & Ellis are       
partners in a partnership that has invested in The Brickman Group, Ltd. and     
will invest in Brickman Holdings.                                               

EXPERTS 

The consolidated financial statements of The Brickman Group, Ltd. as of   
December 31, 2001, December 19, 2002 and December 31, 2002 and for each of the  
two years in the period ended December 31, 2001, the period from January 1,     
2002 to December 19, 2002 and the period from December 20, 2002 to December 31, 
2002 included in this Registration Statement on Form S-4 have been so included  
in reliance on the reports of PricewaterhouseCoopers LLP, independent           
accountants, given on the authority of said firm as experts in auditing and     
accounting.                                                                     

AVAILABLE INFORMATION 

We are not currently subject to the periodic reporting and other          
informational requirements of the Exchange Act. We have agreed that, whether or 
not we are required to do so by the rules and regulations of the SEC, for so    
long as any of the notes remain outstanding, we will furnish to the holders of  
the notes and file with the SEC, unless the SEC will not accept the filing,     
following the consummation of the exchange offer: (1) all quarterly and annual  
financial information that would be required to be contained in a filing with   
the SEC on Forms 10-Q and 10-K if we were required to file those forms,         
including a "Management's Discussion and Analysis of Financial Condition and    
Results of Operations" and, with respect to the annual information only, a      
report by our certified independent accountants and (2) all current reports     
that would be required to be filed with the SEC on Form 8-K if we were required 
to file such reports. You may read and copy any reports we file with the SEC at 
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.     
20549. You may obtain information on the operation of the Public Reference Room 
by calling the SEC at 1-800-SEC-0330. All reports filed with the SEC will be    
available on the SEC's web site at http://www.sec.gov. In addition, for so long 
as any of the notes remain outstanding, we have agreed to make available to any 
prospective purchaser of the notes or beneficial owner of the notes in          
connection with any sale of the notes, the information required by Rule         
144A(d)(4) under the Securities Act.                                            

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS  

                                                        [Enlarge/Download Table]

                                                                                                        Page
                                                 -                                                      ----
                                                                                                            

Audited Consolidated Financial Statements                                                                   

   Reports of Independent Accountants.................................................................. F-2 

   Consolidated Balance Sheets as of December 31, 2001, December 19, 2002 (Predecessor) and                 
   December 31, 2002 (Successor)....................................................................... F-4 

   Consolidated Statements of Operations for the years ended December 31, 2000 and 2001, for the            
   period from January 1, 2002 through December 19, 2002 (Predecessor) and for the period from              
   December 20, 2002 through December 31, 2002 (Successor)............................................. F-5 

   Consolidated Statements of Changes in Shareholders' Equity (Deficit) for the years ended December        
   31, 2000 and 2001, for the period from January 1, 2002 through December 19, 2002 (Predecessor)           
   and for the period from December 20, 2002 through December 31, 2002 (Successor)..................... F-6 

   Consolidated Statements of Cash Flows for the years ended December 31, 2000 and 2001, for the            
   period from January 1, 2002 through December 19, 2002 (Predecessor) and for the period from              
   December 20, 2002 through December 31, 2002 (Successor)............................................. F-7 
   Notes to the Audited Consolidated Financial Statements.............................................. F-8 

Unaudited Consolidated Financial Statements                                                                 

   Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003.............................. F-30

   Consolidated Statements of Operations for the three month periods ended March 31, 2002                   
   (Predecessor) and March 31, 2003 (Successor)........................................................ F-31
   Consolidated Statements of Cash Flows for the three month periods ended March 31, 2002                   
   (Predecessor) and March 31, 2003 (Successor)........................................................ F-32

   Notes to Unaudited Financial Statements............................................................. F-33

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Report of Independent Accountants 

To the Board of Directors and Shareholders                                      
of The Brickman Group, Ltd.:                                                    

In our opinion, the accompanying consolidated balance sheets and the related    
consolidated statements of income, shareholders' equity and cash flows present  
fairly, in all material respects, the financial position of The Brickman Group, 
Ltd. and its subsidiaries (referred to herein as the "Predecessor" or the       
"Company") at December 31, 2001 and December 19, 2002, and the results of their 
operations and their cash flows for the years ended December 31, 2000 and 2001  
and for the period from January 1, 2002 through December 19, 2002 in conformity 
with accounting principles generally accepted in the United States of America.  
These financial statements are the responsibility of the Predecessor's          
management; our responsibility is to express an opinion on these financial      
statements based on our audits. We conducted our audits of these statements in  
accordance with auditing standards generally accepted in the United States of   
America, which require that we plan and perform the audit to obtain reasonable  
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements, assessing the          
accounting principles used and significant estimates made by management, and    
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

As discussed in Note 7, the Company adopted Statement of Financial Accounting   
Standards No. 142 "Goodwill and Other Intangible Assets" effective January 1,   
2002.                                                                           

/S/  PRICEWATERHOUSECOOPERS LLP                                                 

Philadelphia, PA                                                                

March 21, 2003                                                                  

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Report of Independent Accountants 

To the Board of Directors and Shareholders                                      
of The Brickman Group, Ltd.:                                                    

In our opinion, the accompanying consolidated balance sheet and the related     
consolidated statement of income, shareholders' equity and cash flows present   
fairly, in all material respects, the financial position of The Brickman Group, 
Ltd. and its subsidiaries (referred to herein as the "Successor" or the         
"Company") at December 31, 2002, and the results of their operations and their  
cash flows for the period from December 20, 2002 through December 31, 2002 in   
conformity with accounting principles generally accepted in the United States   
of America. These financial statements are the responsibility of the            
Successor's management; our responsibility is to express an opinion on these    
financial statements based on our audit. We conducted our audit of these        
statements in accordance with auditing standards generally accepted in the      
United States of America, which require that we plan and perform the audit to   
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements, assessing   
the accounting principles used and significant estimates made by management,    
and evaluating the overall financial statement presentation. We believe that    
our audit provides a reasonable basis for our opinion.                          

As discussed in Note 7, the Company adopted Statement of Financial Accounting   
Standards No. 142 "Goodwill and Other Intangible Assets" effective January 1,   
2002.                                                                           

/S/  PRICEWATERHOUSECOOPERS LLP                                                 

Philadelphia, PA                                                                

March 21, 2003                                                                  

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED BALANCE SHEETS 
(dollars in thousands except for share data)  

                                                        [Enlarge/Download Table]

                                                                                    Predecessor         Successor  
                                                                             ------------------------  ------------
                                                                             December 31, December 19, December 31,
                                                                                 2001         2002         2002    
                                                                             ------------ ------------ ------------
                                                                                                                   
                                 ASSETS                                                                            
Current assets:                                                                                                    
    Cash and cash equivalents...............................................   $  3,647     $ 16,357    $   6,281  
    Accounts receivable, net of allowance for doubtful accounts (Note 4)....     25,072       28,332       31,810  
    Unbilled revenue........................................................      4,105        5,259        4,498  
    Operating supplies......................................................        776          502          468  
    Deferred tax asset......................................................      3,998        4,607        4,731  
    Other current assets....................................................        389          998          866  
                                                                               --------     --------    ---------  
       Total current assets.................................................     37,987       56,055       48,654  
Property and equipment, net of accumulated depreciation (Note 5)............     20,867       25,964       26,188  
Deferred charges, net of accumulated amortization (Note 3)..................      1,417          972        9,214  
Intangible assets, net of accumulated amortization (Note 6).................     11,394        9,932      120,818  
Goodwill (Note 7)...........................................................    141,960      141,960       32,663  
Restricted investments and other assets (Note 11)...........................        213          560          560  
                                                                               --------     --------    ---------  
          Total.............................................................   $213,838     $235,443    $ 238,097  
                                                                               ========     ========    =========  
             LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                                        
Current liabilities:                                                                                               
    Accounts payable........................................................   $  6,002     $  9,572       10,972  
    Deferred revenue........................................................      4,219        2,345        3,284  
    Capital lease obligation--current portion...............................         --          401          401  
    Long-term debt--current portion.........................................     14,993       17,608        5,008  
    Accrued interest........................................................        582          836          635  
    Accrued expenses (Note 18)..............................................     10,107       16,089       16,214  
                                                                               --------     --------    ---------  
       Total current liabilities............................................     35,903       46,851       36,514  
Long-term debt and other liabilities:                                                                              
    Capital lease obligation................................................         --          434          434  
    Long-term debt..........................................................     83,761       70,647      195,000  
    Indebtedness to related parties.........................................      5,533        5,533           --  
    Deferred tax liability..................................................      1,345        7,082        2,658  
    Other liabilities.......................................................        213          360          360  
                                                                               --------     --------    ---------  
       Total liabilities....................................................    126,755      130,907      234,966  
                                                                               --------     --------    ---------  
Commitments and contingencies                                                                                      
Mandatorily redeemable preferred stock (Note 13)                                                                   
    Liquidation value.......................................................     71,472       71,472           --  
    Accumulated dividends...................................................     39,716       53,188           --  
                                                                               --------     --------    ---------  
                                                                                111,188      124,660           --  
                                                                               --------     --------    ---------  
Shareholders' equity (deficit):                                                                                    
    Class A voting common stock, $.01 par value; 1,100,000 authorized and                                          
     91,861; 91,861 and 51,317 issued and outstanding, respectively.........          1            1            1  
    Class A non-voting common stock, $.01 par value; 1,100,000 authorized                                          
     and 869,251; 869,251 and 283,548 issued and outstanding,                                                      
     respectively...........................................................          9            9            3  
    Class B non-voting common stock, $.01 par value; 200,000 authorized                                            
     and 139,600; 138,900 and 117,517 issued and outstanding,                                                      
     respectively...........................................................          1            1            1  
    Class C non-voting common stock, $.01 par value; 100,000 authorized                                            
     and 75,000 issued and outstanding at each balance sheet date...........          1            1            1  
    Paid-in capital.........................................................         --           --      194,994  
    Accumulated deficit.....................................................     (5,394)      (1,413)        (869) 
    Continuing shareholders' basis adjustment...............................    (18,723)     (18,723)    (191,000) 
                                                                               --------     --------    ---------  
       Total shareholders' equity (deficit).................................    (24,105)     (20,124)       3,131  
                                                                               --------     --------    ---------  
          Total liabilities and shareholders' equity (deficit)..............   $213,838     $235,443    $ 238,097  
                                                                               ========     ========    =========  

The accompanying notes are an integral part of the consolidated financial 
statements  

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED STATEMENTS OF OPERATIONS 
(dollars in thousands)  

                                                        [Enlarge/Download Table]

                                                           Predecessor                 Successor  
                                                 ------------------------------------ ------------
                                                                         Period from  Period from 
                                                                          January 1,  December 20,
                                                 Year ended December 31,   2002 to      2002 to   
                                                 ----------------------- December 19, December 31,
                                                   2000         2001         2002         2002    
                                                  --------     --------  ------------ ------------
                                                                                                  
Service revenues................................ $221,464     $255,441     $283,222     $ 8,735   
Cost of services provided.......................  153,250      172,867      190,746       6,623   
                                                  --------     --------    --------     -------   
   Gross profit.................................   68,214       82,574       92,476       2,112   
General and administrative expenses.............   37,709       45,547       54,796       2,176   
Amortization expense............................    4,036        4,957        1,906         703   
                                                  --------     --------    --------     -------   
   Income (loss) from operations................   26,469       32,070       35,774        (767)  
Interest expense................................    9,492        7,550        4,841         643   
                                                  --------     --------    --------     -------   
   Income (loss) before income taxes............   16,977       24,520       30,933      (1,410)  
Income tax provision (benefit)..................    6,897       10,557       13,461        (541)  
                                                  --------     --------    --------     -------   
Net income (loss)...............................   10,080       13,963       17,472        (869)  
Accretion of preferred stock dividends..........   11,007       12,399       13,472          --   
                                                  --------     --------    --------     -------   
Net income (loss) related to common shareholders $   (927)    $  1,564     $  4,000     $  (869)  
                                                  ========     ========    ========     =======   

The accompanying notes are an integral part of the consolidated financial 
statements. 

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)  
(dollars in thousands except for share data)  

                                                        [Enlarge/Download Table]

                                                          Common Stock                                                
                                  ------------------------------------------------------------                        
                                     Class A         Class A         Class B        Class C                           
                                      Voting       Non-voting      Non-voting     Non-voting                          
                                    1,100,000       1,100,000        200,000        100,000                           
                                    Authorized     Authorized      Authorized     Authorized                          
                                  $.01 Par Value $.01 Par Value  $.01 Par Value  $.01 Par Value                       
                                  -------------- --------------- --------------- -------------   Paid In  Accumulated 
                                  Shares  Amount  Shares  Amount  Shares  Amount Shares  Amount  Capital    Deficit   
                                  ------  ------ -------  ------ -------  ------ ------  ------ --------  ----------- 
                                                                                                                      
Predecessor                                                                                                           
Balance, January 1, 2000......... 88,741    $1   869,251    $9   134,150    $1   75,000    $1   $     --   $ (6,477)  
   Issuance of stock.............                 44,412          13,700                           2,178              
   Redemption of stock...........                (44,412)         (8,100)                         (1,958)             
   Accretion of preferred stock                                                                                       
    dividend.....................                                                                   (220)   (10,787)  
   Net income....................                                                                            10,080   
                                  ------    --   -------    --   -------    --   ------    --   --------   --------   
Balance, December 31, 2000....... 88,741     1   869,251     9   139,750     1   75,000     1         --     (7,184)  
   Issuance of stock.............  6,511                           3,050                             401              
   Redemption of stock........... (3,391)                         (3,200)                           (175)             
   Accretion of preferred stock                                                                                       
    dividend.....................                                                                   (226)   (12,173)  
   Net income....................                                                                            13,963   
                                  ------    --   -------    --   -------    --   ------    --   --------   --------   
Balance, December 31, 2001....... 91,861     1   869,251     9   139,600     1   75,000     1         --     (5,394)  
   Issuance of stock.............                                    300                              12              
   Redemption of stock...........                                 (1,000)                            (12)       (19)  
   Accretion of preferred stock                                                                                       
    dividend.....................                                                                           (13,472)  
   Net income....................                                                                            17,472   
                                  ------    --   -------    --   -------    --   ------    --   --------   --------   
Balance, December 19, 2002....... 91,861    $1   869,251    $9   138,900    $1   75,000    $1   $     --   $ (1,413)  
----------------------------------------------------------------------------------------------------------------------
Successor                                                                                                             
Initial capitalization,                                                                                               
 December 20, 2002:                                                                                                   
    Cash contributed by                                                                                               
     Holdings....................                                                                 80,146              
    Stock contributed by                                                                                              
     Holdings.................... 51,317     1   283,548     3   117,517     1   75,000     1    114,848              
    Continuing shareholders'                                                                                          
     basis adjustment............                                                                                     
   Net loss......................                                                                              (869)  
                                  ------    --   -------    --   -------    --   ------    --   --------   --------   
Balance, December 31, 2002....... 51,317    $1   283,548    $3   117,517    $1   75,000    $1   $194,994   $   (869)  
                                  ======    ==   =======    ==   =======    ==   ======    ==   ========   ========   
                                                                [Download Table]


                                   Continuing       Total    
                                  Shareholders' Shareholders'
                                      Basis        Equity    
                                   Adjustment     (Deficit)  
                                  ------------- -------------
                                                             
Predecessor                                                  
Balance, January 1, 2000.........   $ (18,723)    $ (25,188) 
   Issuance of stock.............                     2,178  
   Redemption of stock...........                    (1,958) 
   Accretion of preferred stock                              
    dividend.....................                   (11,007) 
   Net income....................                    10,080  
                                    ---------     ---------  
Balance, December 31, 2000.......     (18,723)      (25,895) 
   Issuance of stock.............                       401  
   Redemption of stock...........                      (175) 
   Accretion of preferred stock                              
    dividend.....................                   (12,399) 
   Net income....................                    13,963  
                                    ---------     ---------  
Balance, December 31, 2001.......     (18,723)      (24,105) 
   Issuance of stock.............                        12  
   Redemption of stock...........                       (31) 
   Accretion of preferred stock                              
    dividend.....................                   (13,472) 
   Net income....................                    17,472  
                                    ---------     ---------  
Balance, December 19, 2002.......   $ (18,723)    $ (20,124) 
-------------------------------------------------------------
Successor                                                    
Initial capitalization,                                      
 December 20, 2002:                                          
    Cash contributed by                                      
     Holdings....................                    80,146  
    Stock contributed by                                     
     Holdings....................                   114,854  
    Continuing shareholders'                                 
     basis adjustment............    (191,000)     (191,000) 
   Net loss......................                      (869) 
                                    ---------     ---------  
Balance, December 31, 2002.......   $(191,000)    $   3,131  
                                    =========     =========  

The accompanying notes are an integral part of the consolidated financial 
statements. 

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(dollars in thousands)  

                                                        [Enlarge/Download Table]

                                                                    Predecessor                       Successor  
                                                                ----------------------               ------------
                                                                                        Period from  Period from 
                                                                                         January 1,  December 20,
                                                                Year ended December 31,   2002 to      2002 to   
                                                                ----------------------  December 19, December 31,
                                                                  2000        2001          2002         2002    
                                                                 --------    --------   ------------ ------------
                                                                                                                 
Cash flows from operating activities                                                                             
   Net income (loss)........................................... $ 10,080    $ 13,963      $ 17,472    $    (869) 
   Adjustments to reconcile net income (loss) to net cash                                                        
     provided by operating activities:                                                                           
       Depreciation............................................    4,643       6,491         8,339          277  
       Amortization............................................    4,036       4,957         1,906          703  
       Deferred taxes..........................................    2,157       3,190         5,127         (394) 
       Provision for doubtful accounts.........................      647         861           574          325  
       Loss (gain) on disposal of assets.......................      (10)         46            (6)          --  
       Changes in operating assets and liabilities, net of                                                       
         businesses acquired...................................   (4,174)     (1,455)        2,410         (469) 
                                                                 --------    --------     --------    ---------  
          Net change in cash from operating activities.........   17,379      28,053        35,822         (427) 
                                                                 --------    --------     --------    ---------  
Cash flows from investing activities                                                                             
   Purchase of property and equipment..........................   (7,297)    (10,657)      (13,572)        (501) 
   Cost of acquired businesses, net of cash acquired...........  (14,954)    (16,714)           --     (272,937) 
   Proceeds from sale of property and equipment................      193         343           143           --  
                                                                 --------    --------     --------    ---------  
          Net change in cash from investing activities.........  (22,058)    (27,028)      (13,429)    (273,438) 
                                                                 --------    --------     --------    ---------  
Cash flows from financing activities                                                                             
   Proceeds from borrowings....................................       --      13,250         1,012      200,000  
   Transaction fees paid.......................................       --        (292)           --           --  
   Proceeds from issuance of common stock......................    2,178         401            12       80,146  
   Proceeds from issuance of preferred stock...................    4,596         681            --           --  
   Redemption of common stock..................................   (1,958)       (175)          (31)          --  
   Redemption of preferred stock...............................   (4,596)       (357)           --           --  
   Payments on long-term debt..................................   (7,480)    (11,059)      (10,676)          --  
   Borrowings on revolving credit for acquisitions.............   14,954       3,464            --           --  
   Repayments on revolving credit..............................   (3,954)     (3,464)           --           --  
                                                                 --------    --------     --------    ---------  
          Net change in cash from financing activities.........    3,740       2,449        (9,683)     280,146  
                                                                 --------    --------     --------    ---------  
Net change in cash.............................................     (939)      3,474        12,710        6,281  
Cash, beginning of period......................................    1,112         173      $  3,647           --  
                                                                 --------    --------     --------    ---------  
Cash, end of period............................................ $    173    $  3,647      $ 16,357    $   6,281  
                                                                 ========    ========     ========    =========  

The accompanying notes are an integral part of the consolidated financial 
statements. 

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
(dollars in thousands)  

1.  Business:                                                                   

The Brickman Group, Ltd. (the "Company") performs landscape maintenance,  
landscape construction and enhancement, and snow removal services for           
commercial customers in major metropolitan areas in 23 states throughout the    
United States. Landscape maintenance services are generally provided under      
cancelable contracts ranging from 1 to 8 years to a diverse set of customers    
with one or more sites, including regional and national commercial, retail, and 
industrial property owners, corporations, residential communities, schools and  
universities, hotels, hospitals, and governmental agencies. Services include    
grass mowing, planting and care of flower beds, tree and shrub pruning, bed     
edging, controlling weeds and pests, fertilizing, planting of grass,            
groundcovers, shrubs and trees, grading, and removing snow and ice.             

2.  The Transaction                                                             

  On December 20, 2002, the Company entered into a series of transactions (the
"Transaction") in which a newly formed holding company, Brickman Group          
Holdings, Inc. ("Holdings"), became the parent company of the Company. Holdings 
raised $80.1 million in equity capital which was invested in the Company and    
the Company raised $150 million from the sale of 11.75% subordinated notes due  
in 2009 and $50 million from the issuance of term notes to a group of banks.    
From these proceeds, $186.1 million was used to redeem the stock of certain of  
the Company's shareholders and $94.6 million was used to repay existing         
indebtedness. In addition to the equity raised, certain shareholders of the     
Company exchanged their Company preferred and common stock with a fair value of 
$114.9 million for Class A common stock and Class L mandatorily redeemable      
common stock of Holdings. The transaction results in a new basis of accounting  
for Brickman as the transaction is accounted for as a business combination      
(Note 12). The financial position, results of operations, and cash flows of the 
Company before the Transaction are not comparable to financial position,        
results of operations, and cash flows after the Transaction. Amounts and        
disclosures that relate to balances, operations, and cash flows prior to the    
Transaction are identified as "Predecessor" financial information and amounts   
and disclosures that relate to balances, operations, and cash flows subsequent  
to the Transaction are identified as "Successor" financial information.         

Detailed sources and uses for the Transaction are as follows:             

                                                                [Download Table]
                                                                                
Sources:                                                                        
   11.75% Senior subordinated notes.................................... $150,000
                                                                        --------
   Senior bank facility................................................   50,000
                                                                        --------
   Equity contributions from Holdings..................................   80,146
                                                                        --------
   Fair value of Company shares contributed by Holdings:                        
       334,865 shares of Class A Common stock at $156.81 per share.....   52,508
       117,517 shares of Class B Common Stock at $174.38 per share.....   20,493
       75,000 shares of Class C Common Stock at $18.37 per share.......    1,378
       229,353 shares of Mandatorily redeemable preferred stock at              
         $100.00 per share.............................................   22,935
       Accumulated dividends related to Mandatorily redeemable                  
         preferred stock...............................................   17,540
                                                                        --------
                                                                         114,854
                                                                        --------
       Total external sources..........................................  395,000
   Company cash used in transaction....................................    9,148
                                                                        --------
       Total sources................................................... $404,148
                                                                        ========

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

                                                                [Download Table]
                                                                                   
Uses:                                                                              
   Redeem stock of Company shareholders:                                           
       626,247 shares of Class A Common Stock at $156.81 per share........ $ 98,199
       21,383 shares of Class B Common Stock at $174.38 per share.........    3,729
       485,369 shares of Mandatorily redeemable preferred stock at                 
         $100.00 per share................................................   48,537
       Accumulated dividends related to Mandatorily redeemable                     
         preferred stock..................................................   35,648
                                                                           --------
                                                                            186,113
   Fair value of Company shares exchanged for Holdings shares (see above).  114,854
   Repay existing indebtedness............................................   94,616
   Transaction fees.......................................................    8,565
                                                                           --------
       Total uses......................................................... $404,148
                                                                           ========

3.  Summary of Significant Accounting Policies:                                 

Basis of Presentation:                                                      

These consolidated financial statements have been prepared in accordance  
with accounting principles generally accepted in the United States of America   
("GAAP") and include the accounts of the Company and its subsidiaries all of    
which are wholly-owned by the Company. All significant intercompany             
transactions and account balances have been eliminated. The Successor adopted   
the accounting policies of the Predecessor.                                     

Use of Estimates:                                                           

The preparation of financial statements in conformity with GAAP requires  
management to make estimates and assumptions that affect the reported amounts   
of assets and liabilities and disclosure of contingent assets and liabilities   
at the date of the financial statements and the reported amounts of revenues    
and expenses during the reported period. On an ongoing basis, management        
reviews its estimates, including those related to allowances for doubtful       
accounts, revenue recognition, valuation of operating supplies, self-insurance  
reserves, purchase accounting estimates, useful lives for depreciation and      
amortization, realizability of deferred tax assets, and litigation based on     
currently available information. Changes in facts and circumstances may result  
in revised estimates and actual results may differ from estimates.              

Concentration of Credit Risk:                                               

The Company's customer base is diverse and geographically dispersed.      
Accordingly, management believes the Company's concentration of credit risk     
with respect to trade accounts receivable is low. Management continually        
evaluates the creditworthiness of the Company's customers. The Company          
generally provides its services without requiring collateral from its customers.

Cash and Cash Equivalents:                                                  

  Cash equivalents are investments in highly liquid financial instruments with
an original maturity of 30 days or less.                                        

Operating Supplies:                                                         

  Operating supplies consist of landscaping and snow removal materials and are
stated at the lower of cost, determined by the first in, first out method, or   
market.                                                                         

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Restricted Investments:                                                     

  Restricted investments and other assets includes marketable securities which
consist of stock, bond, and money market mutual funds held in trust for         
employees under a non-qualified deferred compensation plan (Note 11). The       
Company has determined that all of the marketable securities are trading        
securities as defined in Statement of Financial Accounting Standards No. 115    
"Accounting for Certain Investments in Debt and Equity Securities" ("FAS No.    
115") and accordingly such securities have been recorded at fair market value   
and unrealized gains and losses related to such securities have been recognized 
in the Consolidated Statements of Operations.                                   

Property and Equipment:                                                     

Property and equipment is recorded at cost less accumulated depreciation. 
Property and equipment purchased in connection with business acquisitions is    
recorded at fair market value at the time of acquisition. Costs of major        
additions and improvements are capitalized. Costs of replacements, maintenance, 
and repairs, which do not improve or extend the life of the related assets, are 
charged to operations.                                                          

When an asset is sold, retired or otherwise disposed of, the cost of the  
property and the related accumulated depreciation are removed from the accounts 
and any resulting gain or loss is recognized. Depreciation for operating assets 
is computed using the straight line method over the estimated useful lives of   
the assets (3 to 7 years) and for leasehold improvements, the shorter of the    
length of the related leases and the estimated useful lives of the assets (3 to 
10 years).                                                                      

Deferred Charges:                                                           

Deferred charges, consisting of fees and other expenses associated with   
borrowings, are being amortized ratably over the terms of the related           
borrowings. Deferred charges are presented net of accumulated amortization of   
$1,423 at December 31, 2001, $1,852 at December 19, 2002 and $41 at December    
31, 2002. Amortization expense related to deferred charges was $356 in 2000,    
$371 in 2001, $429 for the period from January 1, 2002 through December 19,     
2002, and $41 for the period from December 20, 2002 through December 31, 2002.  

Goodwill:                                                                   

Goodwill represents the excess of the purchase price of the acquired      
businesses over the estimated fair value of the net tangible and identifiable   
intangible assets acquired and was being amortized on a straight line basis     
over its estimated useful life of 40 years until the adoption of Statement of   
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," ("SFAS    
No. 142") which prohibited the amortization of goodwill as described in Note 7. 

Goodwill is evaluated for potential impairment on an annual basis or      
whenever events or circumstances indicate that an impairment may have occurred. 
SFAS No. 142 requires that goodwill be tested for impairment using a two-step   
process. The first step of the goodwill impairment test, used to identify       
potential impairment, compares the estimated fair value of the reporting unit   
containing goodwill with the related carrying amount. If the estimated fair     
value of the reporting unit exceeds its carrying amount, the reporting unit's   
goodwill is not considered to be impaired and the second step of the impairment 
test is unnecessary. If the reporting unit's carrying amount exceeds its        
estimated fair value, the second step test must be performed to measure the     
amount of the goodwill impairment loss, if any. The second step test compares   
the implied fair value of the reporting unit's goodwill, determined in the same 
manner as the amount of goodwill recognized in a business combination, with the 
carrying amount of such goodwill. If the carrying amount of the reporting       
unit's goodwill exceeds the implied fair value of that goodwill, an impairment  
loss is recognized in an amount equal to that excess.                           

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Impairment of Long-lived Assets:                                            

  The Company periodically evaluates the recoverability of the carrying amount
of our long-lived assets, including property and equipment and amortizable      
intangible assets, whenever events or changes in circumstances indicate that    
the carrying amount of an asset may not be fully recoverable. Impairment is     
assessed when the undiscounted expected cash flows derived from an asset are    
less than its carrying amount. Impairment losses are measured as the amount by  
which the carrying value of an asset exceeds its fair value and are recognized  
in operating results. Judgment is used when applying these impairment rules to  
determine the timing of the impairment test, the undiscounted cash flows used   
to assess impairments and the fair value of an impaired asset. The dynamic      
economic environment in which the Company operates and the resulting            
assumptions used to estimate future cash flows impact the outcome of the        
impairment tests.                                                               

Continuing shareholders' basis adjustment:                                  

The Company acquired the predecessor to the Company ("Brickman") in 1998. 
This transaction was accounted for as a purchase in accordance with Accounting  
Principles Board Opinion No. 16 "Business Combinations" ("APB No. 16"). As a    
result of a 19% continuing voting and non-voting ownership interest by certain  
shareholders of Brickman in the Company ("Continuing Brickman Shareholders"),   
81% of the purchase price was allocated to the assets and liabilities acquired  
at their respective fair values with the remaining 19% voting and non-voting    
ownership interest recorded at the Continuing Brickman Shareholders' historical 
book values as of the date of acquisition in accordance with Issue No. 88-16 of 
the Emerging Issues Task Force of the Financial Accounting Standards Board      
"Basis in Leveraged Buyout Transactions"("EITF 88-16"). As a result of the      
carryover of the Continuing Brickman Shareholders' historical basis,            
shareholders' equity of the Company was reduced by $18,723 with a corresponding 
reduction in the amount assigned to goodwill. This reduction created a          
temporary difference between the tax basis and financial reporting basis of     
goodwill and resulted in recording a deferred tax asset in the amount of        
$12,055 on the date of the acquisition.                                         

The Company was acquired by Holdings on December 20, 2002 as described in 
notes 2 and 12. This transaction was accounted for as a purchase in accordance  
with Standards of Financial Accounting Standards No. 141 "Business              
Combinations". As a result of a 66% continuing ownership interest in the        
Company by certain shareholders ("Continuing Shareholders"), 34% of the         
purchase price was allocated to the assets and liabilities acquired at their    
respective fair values with the remaining 66% ownership interest recorded at    
the Continuing Shareholders' historical book values as of the date of           
acquisition in accordance EITF 88-16. As a result of the carryover of the       
Continuing Shareholders' historical basis, shareholders' equity of the Company  
has been reduced by $191,000 with a corresponding reduction in the amount       
assigned to goodwill.                                                           

Service Revenues:                                                           

The Company performs landscape maintenance, landscape construction and    
enhancement, and snow removal services. Revenue is recognized based upon the    
service provided and the contract terms.                                        

Landscape maintenance:                                                      

Landscape maintenance services are generally provided under annual        
contracts. Revenue for these services is recognized in proportion to the        
delivery of related services as follows: each month, the Company determines the 
actual labor, material, and subcontractor costs incurred on each contract and   
divides that amount by the total labor, material, and subcontractor costs       
estimated to be incurred to complete the contract. The resulting ratio is used  
to determine the total contract year to date revenue by multiplying the ratio   
by the total contract price. The difference between this contract year to date  
revenue and the revenue previously recognized on the contract is                

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

recognized as revenue in the month. Estimates of expected total labor,          
materials and subcontractor costs are re-evaluated monthly based on actual      
costs incurred to date and estimates of future costs. In the event estimated    
total contract costs exceed total contract price, the estimated loss on the     
contract is accrued in the period in which the loss is identified.              

Landscape construction and enhancement:                                     

  Landscape construction and enhancement services are generally provided under
contracts of less than one year. Revenue for these services is recognized in    
proportion to the delivery of related services as follows: each month, the      
Company determines the actual labor, material, and subcontractor costs incurred 
on the contract and divides that amount by the total labor, material, and       
subcontractor costs estimated to be incurred to complete the contract. The      
resulting ratio is used to determine the total contract year to date revenue by 
multiplying the ratio by the total contract price. The difference between this  
contract year to date revenue and the revenue previously recognized on the      
contract is recognized as revenue in the month. Estimates of expected total     
labor, materials and subcontractor costs are re-evaluated monthly based on      
actual costs incurred to date and estimates of future costs. In the event       
estimated total contract costs exceed total contract price, the estimated loss  
on the contract is accrued in the period in which the loss is identified.       

Snow removal:                                                               

Snow removal services are generally provided under time and material      
contracts. Revenue for these services is recognized in the period in which the  
services are performed.                                                         

The current asset, unbilled revenue, and current liability, deferred      
revenue, result from differences between the timing of billings and the         
recognition of service revenues on uncompleted contracts.                       

Cost of Services Provided:                                                  

Cost of services provided represents the costs of labor, sub-contractors, 
materials, equipment costs (including depreciation), and other costs directly   
associated with landscape contracting. These costs are expensed as incurred.    

Stock-Based Compensation:                                                   

 Stock-based compensation (Note 14) is accounted for at the date of grant in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for     
Stock Issued to Employees", ("APB No, 25").                                     

Recent Accounting Pronouncements:                                           

Statement of Financial Accounting Standards No. 145, "Rescission of FASB  
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical 
Corrections as of April 2002" ("FAS No. 145" ), among other things, rescinds    
various pronouncements regarding early extinguishment of debt. It allows        
extraordinary accounting treatment for early extinguishment of debt only when   
the provisions of Accounting Principles Board Opinion No. 30, "Reporting the    
Results of Operations--Reporting the Effects of Disposal of a Segment of a      
Business, and Extraordinary, Unusual and Infrequently Occurring Events and      
Transactions", are met. FAS No. 145 provisions regarding early extinguishment   
of debt are generally effective for fiscal years beginning after May 15, 2002.  
The Company adopted this statement effective January 1, 2003. Management        
believes that adopting FAS No. 145 will not have a material impact on the       
Company's financial position, results of operations, or cash flows.             

Statement of Financial Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" (FAS No. 146) addresses financial  
accounting and reporting for costs associated with exit or disposal activities  
and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability            
Recognition for Certain                                                         

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Employee Termination Benefits and Other Costs to Exit an Activity (including    
Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). FAS No. 146 requires 
that a liability for a cost associated with an exit or disposal activity be     
recognized when the liability is incurred. Under EITF 94-3, a liability for an  
exit cost was recognized at the date of commitment to an exit or disposal plan. 
FAS No. 146 also establishes that fair value is to be used for initial          
measurement of the liability. The Company must adopt FAS No. 146 for all exit   
or disposal activities that are initiated after December 31, 2002. Management   
does not believe that adopting this pronouncement will have a material impact   
on the Company's results of operations, financial position or cash flows.       

Statement of Financial Accounting Standards No. 148, "Accounting for      
Stock-Based Compensation--Transition and Disclosure an amendment of FASB        
Statement No. 123", ("FAS No. 148") amends FAS No. 123 to provide alternative   
methods of transition for an entity that voluntarily changes to the fair value  
based method of accounting for stock-based employee compensation. The Company   
has elected to continue to account for stock-based compensation in these        
financial statements in accordance with APB No. 25. FAS No. 148 also amends the 
disclosure provisions of FAS No. 123 to require prominent disclosure about the  
effects of an entity's accounting policy decisions with respect to stock-based  
employee compensation on reported net income. It also amends APB Opinion No.    
28, "Interim Financial Reporting", to require disclosure about those effects in 
interim financial information. FAS No. 148 must be adopted for fiscal years     
beginning after December 15, 2003. When adopted, the amounts disclosed could be 
material to the Company's reported net income.                                  

Financial Accounting Standards Board Interpretation No. 45, "Guarantor's  
Accounting and Disclosure Requirements for Guarantees, Including Indirect       
Guarantees of Indebtedness of Others", ("FIN 45"), details the disclosures to   
be made by a guarantor about its obligations under certain guarantees that it   
has issued. It also clarifies that a guarantor is required to recognize, at the 
inception of a guarantee, a liability for the fair value of the obligation      
undertaken in issuing the guarantee. The Company has issued no guarantees, and  
therefore, the adoption of FIN 45 has not had a material impact on the          
Company's financial position, results of operations, or cash flows.             

Financial Accounting Standards Board Interpretation No. 46, "Consolidation
of Variable Interest Entities" (FIN 46) clarifies the application of Accounting 
Research Bulletin No. 51, "Consolidated Financial Statements," to certain       
entities in which equity investors do not have the characteristics of a         
controlling financial interest or do not have sufficient equity at risk for the 
entity to finance its activities without additional subordinated financial      
support from other parties. The Company continues to evaluate the impact of FIN 
46 on its financial position, results of operations, and cash flows.            

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

4.  Accounts Receivable:                                                        

Components of accounts receivable are as follows:                               

                                                                [Download Table]

                                       Predecessor         Successor  
                                ------------------------  ------------
                                December 31, December 19, December 31,
                                    2001         2002         2002    
                                ------------ ------------ ------------
                                                                      
Accounts receivable............   $26,868      $30,051      $33,854   
Allowance for doubtful accounts    (1,796)      (1,719)      (2,044)  
                                  -------      -------      -------   
Accounts receivable, net.......   $25,072      $28,332      $31,810   
                                  =======      =======      =======   

Accounts receivable amounts include retention on incomplete projects to be      
completed within one year of $78 at December 31, 2001, $55 at December 19,      
2002, and $92 at December 31, 2002. All other amounts are due currently.        

5.  Property and Equipment:                                                     

Property and equipment consists of the following:                               

                                                                [Download Table]

                                                 Predecessor         Successor  
                                          ------------------------  ------------
                                          December 31, December 19, December 31,
                                              2001         2002         2002    
                                          ------------ ------------ ------------
                                                                                
Operating equipment......................   $ 34,486     $ 42,998     $22,952   
Software, office equipment, and leasehold                                       
  improvements...........................      2,747        4,576       3,513   
                                            --------     --------     -------   
Property and equipment, cost.............     37,233       47,574      26,465   
Less:                                                                           
 Accumulated depreciation................    (16,366)     (21,610)       (277)  
                                            --------     --------     -------   
Property and equipment, net..............   $ 20,867     $ 25,964     $26,188   
                                            ========     ========     =======   

6.  Intangible Assets:                                                          

Intangible assets represent customer contracts, relationships, and backlog, and 
Company trademark acquired in business combinations, customer contracts,        
relationships and backlog are being amortized over 1 to 15 years, the expected  
duration of these intangibles. The Company trademark is being amortized over 5  
years to a terminal value of $7,332. Intangible assets were presented net of    
accumulated amortization of $632 at December 31, 2001, $2,094 at December 19,   
2002, and $662 at December 31, 2002. Amortization expense related to intangible 
assets was $632 in 2001, $1,462 for the period from January 1, 2002 through     
December 19, 2002, and $662 for the period from December 20, 2002 through       
December 31, 2002.                                                              

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Intangible assets consist of the following:                                     

                                                        [Enlarge/Download Table]

                                                      Predecessor         Successor  
                                               ------------------------- ------------
                                               December 31, December 19, December 31,
                                                   2001         2002         2002    
                                               ------------ ------------ ------------
                                                                                     
Customer contracts, relationships, and backlog   $12,026      $12,026      $108,480  
Trademark.....................................        --           --        13,000  
                                                 -------      -------      --------  
Sub-total.....................................    12,026       12,026       121,480  
Less: Accumulated amortization................       632        2,094           662  
                                                 -------      -------      --------  
Total.........................................   $11,394      $ 9,932      $120,818  
                                                 =======      =======      ========  

The weighted average amortization period for the intangibles is 4.2 years and   
amortization expense is anticipated to be $22,279 in 2003, $18,930 in 2004,     
$15,469 in 2005, $12,692 in 2006, and $10,344 in 2007.                          

7.  Goodwill:                                                                   

Goodwill represents the excess of cost over the fair value of tangible and      
identifiable intangible assets acquired and liabilities assumed recorded in     
connection with the purchase of the Company in 1998 and other landscape         
businesses (Note 12) and, prior to the adoption of Statement of Financial       
Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("FAS No.   
142") in 2002, was being amortized over 40 years. Goodwill was presented net of 
accumulated amortization of $14,589 at December 31, 2001. Amortization expense  
related to goodwill was $3,680 in 2000 and $3,954 in 2001.                      

Financial Accounting Standards No. 141, "Business Combinations" ("FAS No. 141") 
and FAS No. 142 were issued in June 2001. FAS No. 141 requires that 1) the      
purchase method of accounting be used for all business combinations initiated   
after June 30, 2001, 2) certain intangible assets acquired in business          
combinations be presented separately from goodwill and other intangible assets, 
and 3) that existing goodwill be evaluated under the new separation             
requirements upon the adoption of FAS No. 142. FAS No. 142 discontinues         
amortization of both goodwill existing at the time of adoption and goodwill     
recorded subsequent to adoption. The Company was required to adopt FAS No. 142  
on January 1, 2002.                                                             

The following is a reconciliation of previously reported financial information  
to adjusted amounts excluding goodwill amortization:                            

                                                        [Enlarge/Download Table]

                                                         Predecessor          Successor  
                                                 --------------------------- ------------
                                                                Period from  Period from 
                                                   Year ended    January 1,  December 20,
                                                  December 31,     2002-        2002-    
                                                 -------------- December 19, December 31,
                                                  2000    2001      2002         2002    
                                                 ------  ------ ------------ ------------
                                                                                         
Net income (loss) related to common shareholders $ (927) $1,564    $4,000       $(869)   
Addback: Goodwill amortization..................  3,680   3,954        --          --    
                                                 ------  ------    ------       -----    
Adjusted net income (loss) related to common                                             
  shareholders.................................. $2,753  $5,518    $4,000       $(869)   
                                                 ======  ======    ======       =====    

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

8.  Long-term Debt:                                                             

Long-term debt consists of the following:                                 

                                                        [Enlarge/Download Table]

                                                                        Predecessor         Successor  
                                                                 ------------------------  ------------
                                                                 December 31, December 19, December 31,
                                                                     2001         2002         2002    
                                                                 ------------ ------------ ------------
                                                                                                       
11.75% Senior subordinated notes due 2009.......................   $     --     $     --     $150,000  
                                                                   --------     --------     --------  
Bank debt                                                                                              
   Senior bank facility, due 2008 bearing interest at 4.4% at                                          
     December 31, 2002..........................................         --           --       50,000  
   Term Loan A, due 2004 bearing interest at rates ranging from                                        
     4.00% to 4.56% at December 31, 2000 and 5.00% at                                                  
     December 19, 2002..........................................     14,582        9,871           --  
   Term Loan B, due 2005 bearing interest at 4.00% at                                                  
     December 31, 2001 and 5.75% at December 19, 2002...........     64,394       63,710           --  
   Borrower Term Loan A, due 2003 bearing interest at rates                                            
     ranging from 4.56% to 5.71% at December 31, 2001 and                                              
     5.00% at December 19, 2002.................................      7,700        5,390           --  
   Borrower Term Loan B, due 2004 bearing interest at rates                                            
     ranging from 5.31% to 6.46% at December 31, 2001 and                                              
     5.00% at December 19, 2002.................................     12,057        9,275           --  
                                                                   --------     --------     --------  
       Total....................................................     98,733       88,247       50,000  
                                                                   --------     --------     --------  
Installment notes payable, due 2003 bearing interest at rates                                          
  ranging from 4.00% to 13.50% at December 31, 2001 and                                                
  8.50% at December 19 and 31, 2002.............................         21            8            8  
                                                                   --------     --------     --------  
       Total long-term debt.....................................     98,754       88,255      200,008  
Less:                                                                                                  
       Current portion..........................................    (14,993)     (17,608)      (5,008) 
                                                                   --------     --------     --------  
Long-term debt, net.............................................   $ 83,761     $ 70,647     $195,000  
                                                                   ========     ========     ========  

Predecessor:                                                                

The Company and 11 financial institutions were party to a credit agreement
(the "Predecessor Credit Agreement") dated January 14, 1998. The Predecessor    
Credit Agreement governed a $35,000 term loan ("Term Loan A"), a $70,000 term   
loan ("Term Loan B"), Borrower Term Loans A and B (collectively the             
"Term Loans"), and a $35,000 revolving credit facility (the "Predecessor        
Facility"). The Predecessor Credit Agreement provided that $2,000 of the        
Predecessor Facility could be used for letters of credit. All amounts           
outstanding under the Predecessor Credit Agreement were collateralized by the   
assets of the Company.                                                          

 Interest rates on the Term Loans were set at increments over the prevailing
prime rate of interest or were established for periods of up to six months at   
increments over London Interbank Offered Rates ("LIBOR") as follows:            

                                                                [Download Table]

                     Increment over Increment over
                       prime rate       LIBOR     
                     -------------- --------------
                                                  
Term Loan A.........      0.75%          2.00%    
Term Loan B.........      1.50%          2.75%    
Borrower Term Loan A      0.75%          2.00%    
Borrower Term Loan B      0.75%          2.00%    

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

The weighted average interest rate on the Term Loans at December 31, 2001 
and December 19, 2002 was 5.56%, and 5.47% respectively. The Term Loans were    
due in quarterly installments. Annual amounts due through December 2005 were as 
follows:                                                                        

                                                                [Download Table]

                     Borrower Borrower        
       Term   Term     Term     Term          
Year  Loan A Loan B   Loan A   Loan B   Total 
----  ------ ------- -------- -------- -------
                                              
2003. $7,852 $   976  $4,400   $4,373  $17,601
2004. $   -- $24,392  $   --   $3,709  $28,101
2005. $   -- $38,050  $   --   $   --  $38,050
      ------ -------  ------   ------  -------
Total $7,852 $63,418  $4,400   $8,082  $83,752
      ====== =======  ======   ======  =======

In addition to scheduled payments, the Company was obligated to pay a     
percentage of excess cash flow as defined in the Predecessor Credit Agreement   
as additional amortization. The percentage varied with the ratio between the    
Company's debt and its cash flow. For the years ended December 31, 2000 and     
2001, and the period from January 1, 2002 to December 19, 2002, no amounts were 
due under this provision of the Predecessor Credit Agreement.                   

Upon a public offering of equity securities, the Company was required to  
apply at least 50% of the net proceeds towards payment of the Term Loans. The   
Predecessor Credit Agreement also imposed financial covenants upon the Company  
with respect to leverage, fixed charge coverage, interest coverage, capital     
expenditures, and earnings and restricted the Company's actions with respect to 
debt issuances, capital expenditures, and dividend payments. At December 19,    
2002, the Company was not in violation of any of these covenants.               

Under the Predecessor Credit Agreement, amounts outstanding on the        
Predecessor Facility bore interest at the same rates as Term Loan A. The        
Predecessor Facility was available for working capital and, subject to          
limitations, acquisitions. At December 19, 2002, no amounts were outstanding on 
the Predecessor Facility. On July 25, 2001, the Predecessor Credit Agreement    
was amended to permit conversion of $13,250 of the Predecessor Facility to a    
term loan (Borrower Term Loan B) to finance an acquisition (Note 12). At        
December 31, 2000, $11,000 was outstanding on the Predecessor Facility. This    
amount financed acquisitions during 2000 and in accordance with the Predecessor 
Credit Agreement was converted to a term loan on January 14, 2001 (Borrower     
Term Loan A). Borrower Term Loan A was classified with Long-term debt as of     
December 31, 2000 in accordance with Statement of Financial Accounting          
Standards No. 6 "Classification of Short-Term Obligations Expected to Be        
Refinanced". Availability on the Predecessor Facility at December 19, 2002,     
after accounting for the conversions described above and unused letters of      
credit totaling $1,235 (substantially all supporting self-insured retention     
amounts under the Company's workers compensation insurance program), was        
$9,515. There was an annual commitment fee equal to 1/2 of 1% of the unused     
balance of the Predecessor Facility.                                            

 All of the Company's borrowings under the Predecessor Credit Agreement were
at interest rates that were fixed for periods no longer than 6 months and,      
accordingly, the carrying values of the Term Loans at December 31, 2001 and     
December 19, 2002 approximated fair market value.                               

Successor:                                                                  

11.75% Senior subordinated notes:                                           

On December 20, 2002 the Company issued $150,000 of 11.75% Senior         
subordinated notes due 2009 (the "Notes"). The Notes are due on December 15,    
2009 and bear interest at 11.75%. Interest is due semi-annually on              

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

June 15 and December 15. The Notes are uncollateralized and are junior to all   
other debt. The Notes are not redeemable prior to December 15, 2006, except in  
the case of a public equity offering by the Company. The Company must offer to  
purchase the Notes at 101% of face value in the event of a change of control of 
the Company. The indenture governing the Notes imposes certain limitations on   
the Company's ability to incur debt, pay dividends, make investments, sell      
assets, repurchase Company or Holdings stock, and merge or consolidate. The     
Company is also obligated to attempt to register notes with the Securities and  
Exchange Commission ("Registered Notes") in order to give holders of the Notes  
the opportunity to exchange the Notes for Registered Notes that could be        
publicly traded. The Company would be required to pay up to an additional 1%    
interest on the Notes in the event that the registration of the Registered      
Notes is unsuccessful or delayed.                                               

Senior bank facility:                                                       

The Company and 8 financial institutions are party to a credit agreement  
(the "Credit Agreement") dated December 20, 2002. The Credit Agreement governs  
a $50,000 term loan ("Term Loan") and a $30,000 revolving credit facility (the  
"Facility"). The Credit Agreement provides that $7,500 of the Facility may be   
used for letters of credit. All amounts outstanding under the Credit Agreement  
are collateralized by the assets of the Company.                                

Interest rates on the Term Loan are set at 1.75% over the prevailing prime
rate of interest or are established for periods of up to six months at 3.00%    
over LIBOR. These rates are subject to the Company maintaining its senior       
credit ratings with Standard & Poor's (BB-) and Moody's (Ba3).                  

  The weighted average interest rate on the Term Loan at December 31, 2002 was
4.4%. The Term Loan is due in quarterly installments. Annual amounts due        
through December 2008 are as follows: $5,000 in 2003, $5,000 in 2004, $8,000 in 
2005, $10,000 in 2006, $10,000 in 2007, and $12,000 in 2008.                    

In addition to scheduled payments, the Company is obligated to pay a      
percentage of excess cash flow as defined in the Credit Agreement as additional 
amortization commencing with 2003. The percentage varies with the ratio between 
the Company's debt and its cash flow.                                           

The Credit Agreement imposes financial covenants upon the Company with    
respect to leverage, fixed charge coverage, interest coverage, capital          
expenditures, and earnings and restricts the Company's actions with respect to  
incurrence of liens, disposition of assets, consolidations and mergers, and     
distributions to shareholders. At December 31, 2002, the Company was not in     
violation of any of these covenants.                                            

Under the Credit Agreement, amounts outstanding on the Facility bear      
interest at the same rates as the Term Loan. The Facility is available for      
working capital and, subject to limitations, acquisitions. At December 31,      
2002, $-0- was outstanding on the Facility. Availability on the Facility at     
December 31, 2002, after accounting for undrawn letters of credit totaling      
$1,235 (substantially all supporting self-insured retention amounts under the   
Company's workers compensation insurance program), was $28,765. There is an     
annual commitment fee equal to 1/2 of 1% of the unused balance of the Facility. 

Other:                                                                      

 Installment notes payable are collateralized by equipment, bear interest at
8.5%, and mature in 2003.                                                       

 All of the Company's borrowings under the Successor Credit Agreement are at
interest rates that are fixed for periods no longer than 6 months and,          
accordingly, the carrying value of the Term Loan at December 31, 2002           
approximates fair market value.                                                 

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

9.  Income Taxes:                                                               

Deferred tax assets and liabilities are determined based on differences   
between financial reporting and tax bases of assets and liabilities, and are    
measured by applying enacted tax rates and laws for the taxable years in which  
those differences are expected to reverse. Deferred tax assets are evaluated    
for the estimated future tax effects of deductible temporary differences and    
tax operating loss carryovers. Management believes the realizability of the     
Company's deferred tax assets is reasonably assured and, accordingly, no        
valuation allowances have been provided.                                        

The components of tax expense (benefit) are as follows:                   

                                                                [Download Table]

                    Predecessor          Successor  
            --------------------------- ------------
                           Period from  Period from 
              Year Ended    January 1,  December 20,
             December 31,     2002-        2002-    
            -------------- December 19, December 31,
             2000   2001       2002         2002    
            ------ ------- ------------ ------------
                                                    
Current:                                            
   Federal. $3,813 $ 5,651   $ 5,797       $(112)   
   State...    927   1,716     2,537         (35)   
            ------ -------   -------       -----    
             4,740   7,367     8,334        (147)   
Deferred...  2,157   3,190     5,127        (394)   
            ------ -------   -------       -----    
Total...... $6,897 $10,557   $13,461       $(541)   
            ====== =======   =======       =====    

Income tax expense (benefit) differs from the amount computed by applying 
the statutory rate of 35% to income (loss) before income taxes as a result of   
the following:                                                                  

                                                        [Enlarge/Download Table]

                                                            Predecessor           Successor  
                                                    ---------------------------- ------------
                                                                    Period from  Period from 
                                                      Year Ended     January 1,  December 20,
                                                     December 31,      2002-        2002-    
                                                    --------------- December 19, December 31,
                                                     2000    2001       2002         2002    
                                                    ------  ------- ------------ ------------
                                                                                             
Tax expense (benefit) at federal statutory rate.... $5,942  $ 8,583   $10,827       $(494)   
State taxes (benefit), net of federal benefit (tax)    924    1,435     2,109         (83)   
Non-deductible amortization and other expenses.....    131      539       525          36    
Progressive rate schedule benefit..................   (100)      --        --          --    
                                                    ------  -------   -------       -----    
Tax provision (benefit)............................ $6,897  $10,557   $13,461       $(541)   
                                                    ======  =======   =======       =====    

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

The components of the Company's net deferred tax asset and liability accounts   
resulting from temporary differences between the tax and financial reporting    
basis of assets and liabilities are as follows:                                 

                                                                [Download Table]

                                                   Predecessor         Successor  
                                            ------------------------  ------------
                                            December 31, December 19, December 31,
                                                2001         2002         2002    
                                            ------------ ------------ ------------
                                                                                  
Current deferred tax asset:                                                       
   Allowance for doubtful accounts.........    $  736       $  712       $  835   
   Accrued expenses........................     3,262        3,895        3,896   
                                               ------       ------       ------   
                                               $3,998       $4,607       $4,731   
                                               ======       ======       ======   
Non-current deferred tax liability (asset):                                       
   Goodwill................................    $  307       $4,893       $  100   
   Intangibles.............................      (124)        (406)        (270)  
   Property and equipment..................     1,259        2,742        2,975   
   Deferred compensation...................       (97)        (147)        (147)  
                                               ------       ------       ------   
                                               $1,345       $7,082       $2,658   
                                               ======       ======       ======   

10.  Leases:                                                                    

Capital Lease Obligation:                                                   

 The Company has capital lease obligations for enterprise resources planning
software licenses and operating equipment. The terms of the leases are from 1   
to 3 years. Property under capital leases is summarized below:                  

                                                                [Download Table]

                                                 Predecessor         Successor  
                                          ------------------------  ------------
                                          December 31, December 19, December 31,
                                              2001         2002         2002    
                                          ------------ ------------ ------------
                                                                                
Operating equipment......................     $12          $ 45         $ 38    
Software, office equipment, and leasehold                                       
  improvements...........................      --           950          950    
                                              ---          ----         ----    
Property and equipment, cost.............      12           995          988    
Less:                                                                           
   Accumulated depreciation..............      (1)           (7)          --    
                                              ---          ----         ----    
Property and equipment, net..............     $11          $988         $988    
                                              ===          ====         ====    

  Future minimum lease payments under capital lease obligations as of December
31, 2002 are as follows:                                                        

                                                                [Download Table]
                                                       
Future minimum lease payments:                         
   Year ending December 31:                            
       2003.................................... $  401 
       2004....................................    412 
       2005....................................    189 
                                                ------ 
          Total................................  1,002 
Less executory costs...........................    (55)
                                                ------ 
   Net minimum lease payments..................    947 
Less amount representing interest..............   (112)
                                                ------ 
   Present value of net minimum lease payments.    835 
Less current portion...........................   (401)
                                                ------ 
   Capital lease obligations................... $  434 
                                                ====== 

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Operating Leases:                                                           

The Company is committed under various operating leases for buildings and 
equipment with terms ranging from one to five years, most include customary     
renewal options and escalation clauses. Lease expense, $2,303 in 2000, $2,755   
in 2001, $3,295 for the period from January 1, 2002 through December 19 2002,   
and $113 for the period from December 20 through December 31, 2002 includes     
amounts paid to related parties (Note 16).                                      

 Minimum annual lease payments under non-cancelable, operating leases are as
follows:                                                                        

                                                                [Download Table]
                 
2003...... $3,102
2004......  1,579
2005......    947
2006......    519
2007......    248
Thereafter     93

11.  Employee Benefit Plans:                                                    

  The Company has a voluntary, defined contribution, qualified retirement plan
covering substantially all of its employees. The Company contribution ($458 in  
2000, $524 in 2001, $613 for the period from January 1, 2002 through December   
19, 2002, and $19 for the period from December 20, 2002 through December 31,    
2002) is equal to 50% of participant voluntary contributions not in excess of   
5% of participant compensation and is included in general and administrative    
expenses in the accompanying Consolidated Statements of Operations.             

A non-qualified deferred compensation plan was made available to certain  
executives in 2000. Under the plan, participants may elect to defer up to 70%   
of their compensation. The Company invests the deferrals in                     
participant-selected marketable securities that are held in a Rabbi Trust. The  
net unrealized gains(losses) associated with holding these securities were ($6) 
in 2000, ($18) in 2001, ($62) for the period from January 1, 2002 through       
December 19, 2002, and ($5) for the period from December 20, 2002 through       
December 31, 2002 and were recognized in the Company's earnings in accordance   
with FAS No. 115. The liability to employees under the plan was $213 at         
December 31, 2001, $360 at December 19, 2002 and $360 at December 31, 2002, and 
is classified with Other liabilities. Increases(decreases) to this liability    
caused by changes in the value of the marketable securities were ($6) in 2000,  
($18) in 2001, ($62) for the period from January 1, 2002 through December 19,   
2002, and ($5) for the period from December 20, 2002 through December 31, 2002  
and were recognized currently in accordance with Issue No. 97-14 of the         
Emerging Issues Task Force of the Financial Accounting Standards Board,         
"Accounting for Deferred Compensation Arrangements Where Amounts Earned Are     
Held in a Rabbi Trust and Invested" and are classified with general and         
administrative expenses.                                                        

12.  Acquisitions:                                                              

In 2000, the Company purchased all of the outstanding stock of Brookwood  
Landscape, Inc. and Wrisley Landscape, Inc. in southern California. These       
transactions were accounted for as purchases in accordance with APB No. 16. The 
results of operations of the acquired businesses are included in the Statements 
of Operations from the dates of acquisition. The Company financed the           
acquisitions, including the contingent consideration paid in 2001, through the  
Predecessor Facility (Note 8).                                                  

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

In August 2001, the Company purchased certain assets and contracts of the 
landscape division of Duke Realty Limited Partnership covering commercial       
office, industrial, and retail landscape operations in 14 metropolitan markets  
in 11 states, but principally Georgia, Indiana and Ohio (the "Duke              
Transaction"). The Duke Transaction increased the Company's market penetration  
in 8 of the Company's existing markets and provided the opportunity to enter 6  
new markets. The transaction was accounted for in accordance with Statement of  
Financial Accounting Standards No. 141 "Business Combinations". The purchase    
price was allocated to the estimated fair market value of tangible assets       
acquired and the remaining value was assigned to contracts with an estimated    
duration of 10 to 14 years. The weighted average amortization period for the    
contracts was 5.2 years and amortization expense was anticipated to be $1,507   
in 2002, $1,463 in 2003, $1,391 in 2004, $1,320 in 2005, and $1,215 in 2006.    
The contracts were classified as intangible assets in the Consolidated Balance  
Sheets. Results of operations of the acquired business were included in the     
Statements of Operations from the dates of acquisition. The Company obtained    
term financing for the acquisition.                                             

A summary of these acquisitions follows:                                  

                                                                [Download Table]

                                                      2000    2001  
                                                    -------  -------
                                                                    
Aggregate purchase price........................... $14,954  $16,714
                                                    -------  -------
Tangible assets (liabilities) acquired:                             
   Accounts receivable.............................   5,082         
   Other current assets............................     318         
   Property and....................................                 
   Equipment.......................................   1,279    1,421
   Current liabilities.............................  (3,891)        
                                                    -------  -------
Net tangible assets acquired.......................   2,788    1,421
Intangible assets acquired.........................      --   12,026
                                                    -------  -------
Goodwill........................................... $12,166  $ 3,267
                                                    =======  =======
Goodwill expected to be deductible for tax purposes $    --  $    --
                                                    =======  =======

The Company paid contingent consideration of $3,250 in 2001 for the       
companies purchased in 2000 based on achievement of an earnings target for the  
12 month period ended June 30, 2001 as defined in the stock purchase            
agreements. This consideration was recorded in 2001 as additional goodwill.     

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

The Transaction described in note 2 was accounted for as a business       
combination in accordance with SFAS No. 141 with the step-up in the basis of    
assets acquired and liabilities assumed limited by the requirements of EITF     
88-16. A summary of the Transaction is presented below:                         

                                                                [Download Table]
                                                                                    
Proceeds from borrowings................................................. $ 200,000 
Cash contributions from Holdings.........................................    80,146 
Exchange of shares of predecessor company for shares of Holdings (Note 2)   114,854 
                                                                          --------- 
Aggregate purchase price, net of cash....................................   395,000 
Continuing shareholders' basis adjustment (Note 3).......................  (191,000)
                                                                          --------- 
Purchase price allocated................................................. $ 204,000 
                                                                          --------- 
Fair value of net tangible assets acquired:..............................           
Cash.....................................................................     7,209 
   Accounts receivable...................................................    28,332 
   Other current assets..................................................     7,318 
   Deferred tax asset....................................................     4,607 
   Property and equipment................................................    25,964 
   Current liabilities...................................................   (28,368)
   Capital lease obligations.............................................      (843)
   Deferred tax liability................................................    (2,929)
                                                                          --------- 
Net tangible assets acquired.............................................    41,292 
Capitalized debt issuance costs..........................................     8,565 
Intangible assets acquired...............................................   121,480 
                                                                          --------- 
Goodwill................................................................. $  32,663 
                                                                          ========= 
Goodwill expected to be deductible for tax purposes...................... $   3,551 
                                                                          ========= 

A reconciliation between net tangible assets on the December 19, 2002     
balance sheet and net tangible assets acquired as presented above follows:      

                                                                [Download Table]
                                                         
Net tangible assets at December 19, 2002........ $46,288 
Existing cash expended in the Transaction.......  (9,148)
FAS No. 109 adjustment of deferred tax liability   4,152 
                                                 ------- 
Net tangible assets acquired.................... $41,292 
                                                 ======= 

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

 Unaudited pro forma statements of operations for the year ended December 31
2001 and for the period from January 1, 2002 through December 19, 2002 as if    
the Transaction and the Duke Transaction occurred as of January 1, 2001 follows:

                                                                [Download Table]

                                                 Period from 
                                                  January 1, 
                                     Year Ended     2002-    
                                    December 31, December 19,
                                        2001         2002    
                                    ------------ ------------
                                                             
Services revenues..................   $275,414     $283,222  
Cost of services provided..........    186,908      190,746  
                                      --------     --------  
   Gross profit....................     88,506       92,476  
General and administrative expenses     47,867       54,796  
Amortization expense...............     22,779       22,779  
                                      --------     --------  
   Income from operations..........     17,860       14,901  
Interest expense...................     20,096       19,710  
                                      --------     --------  
   Loss before income taxes........     (2,236)      (4,809) 
Income tax benefit.................       (188)      (1,015) 
                                      --------     --------  
Net loss...........................     (2,048)      (3,794) 
                                      ========     ========  

13.  Mandatorily Redeemable Stock:                                              

Predecessor:                                                                

The Company designated 1,000,000 of the 5,000,000 authorized shares of    
Preferred Stock as Series A Preferred Stock (the "Preferred Stock"), of which   
714,722 shares were issued and outstanding at December 31, 2001. The Preferred  
Stock had mandatory redemption requirements (see below) and had a liquidation   
value for each outstanding share of Preferred Stock equal to $100.00 ($71,038   
at December 31, 2000, and $71,472 at December 31, 2001). Dividends on           
outstanding Preferred Stock were cumulative and accrued at a rate of 12% per    
annum based on the sum of the liquidation value of each share plus all          
accumulated and unpaid dividends thereon. Accumulated and unpaid dividends were 
$27,427, and $39,716 at December 31, 2000, and 2001, respectively. The Company  
did not declare any dividends on the Preferred Stock.                           

The holders of the Preferred Stock had a liquidation preference over the  
holders of common stock by which the Preferred Stock holders receive an amount  
equal to the aggregate liquidation value plus all accrued and unpaid dividends  
before any distribution was made to any holder of common stock. Without the     
consent of the majority of the outstanding shares of Preferred Stock, the       
Company could not repurchase or redeem any shares of the Company's common stock 
or pay or declare any dividend or make any distribution upon any of the         
Company's common stock.                                                         

Generally, the holders of Preferred Stock were not entitled to vote on any
matter submitted to shareholders for a vote.                                    

The Company was required to redeem 50% of the outstanding shares of       
Preferred Stock on January 1, 2007 and 100% of the outstanding shares of        
Preferred Stock on January 1, 2008, or earlier in the event of a change in      
control, at a price per share equal to the liquidation value thereof plus all   
accrued and unpaid dividends. Therefore, absent a change of control, there were 
no redemption requirements for the Preferred Stock for the five years following 
2001.                                                                           

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Accretion of dividends has been recorded as a charge to additional paid in
capital until such account is exhausted and then as a charge to accumulated     
deficit as set forth in the accompanying Statements of Changes in Shareholders' 
Equity (Deficit). The aggregate redemption value of the outstanding Preferred   
Stock was $98,465 at December 31, 2000, and $111,188 at December 31, 2001.      

 Changes in Preferred Stock and accumulated dividends thereon for the period
from January 1, 2000 through December 19, 2002 were follows:                    

                                                                [Download Table]

                                                Accumulated
                               Shares   Amount   Dividends 
                              -------  -------  -----------
                                                           
Balance, January 1, 2000..... 696,720  $69,672    $17,786  
Issuance of preferred stock..  45,962    4,596             
Redemption of preferred stock (32,300)  (3,230)    (1,366) 
Accretion of dividends.......                      11,007  
                              -------  -------    -------  
Balance, December 31, 2000... 710,382   71,038     27,427  
Issuance of preferred stock..   6,806      681             
Redemption of preferred stock  (2,466)    (247)      (110) 
Accretion of dividends.......                      12,399  
                              -------  -------    -------  
Balance, December 31, 2001... 714,722   71,472     39,716  
Accretion of dividends.......                      13,472  
                              -------  -------    -------  
Balance, December 19, 2002... 714,722  $71,472    $53,188  
                              =======  =======    =======  

In connection with the Transaction, all outstanding Preferred Stock was   
either redeemed by the Company or exchanged by Company shareholders for         
Holdings Common A or Holdings Common L stock and then contributed by Holdings   
to the Company for immediate cancellation.                                      

Successor:                                                                  

  Holdings capital structure includes $30,000 of Common L Stock. This stock is
mandatorily redeemable in 2010 at liquidation value plus accrued dividends      
compounded at 12%. The Common L Stock is convertible into 5.6% of the           
outstanding Common A Stock at the closing of the Transaction (9,788 shares).    
Holders of Common L Stock may put their shares to Holdings in 2008, 2009, and   
2010 or upon a change of control of Holdings or the Company. Commencing in      
December 2005 Holdings may call the Common L Stock. Holdings is a holding       
company, and as such, will rely on the Company to satisfy its obligations.      
Accrued and unpaid dividends on Holdings Common L Stock was $118 at December    
31, 2002.                                                                       

14.  Capital Structure:                                                         

Common Stock:                                                               

Predecessor:                                                                

The powers, preferences and rights of the Class A Voting Common Stock and 
the Class A Non-Voting Common Stock (collectively, the "Class A Stock") are     
identical except with respect to voting rights. The powers, preferences and     
rights of the Class B Voting Common Stock and the Class B Non-Voting Common     
Stock (collectively, the "Class B Stock") are identical except with respect to  
voting rights. At December 19, 2002, none of the 200,000 authorized Class B     
Voting Common Stock was issued and outstanding. Class C Non-Voting Common Stock 
("C Stock") is held by members of the Company's Board of Directors and may be   
called by the Company upon termination of a holder's membership on the          
Company's Board of Directors.                                                   

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

  In the event of dissolution or liquidation of the Company and subject to the
rights of the holders of Preferred Stock, the holders of the common stock       
receive distributions in the following order: holders of Class A Stock receive  
distributions equal to original cost, holders of Class B Stock receive          
distributions equal to original cost, holders of Class C Stock receive          
distributions equal to original cost, thereafter, remaining distributions are   
shared in accordance with the certificate of incorporation of the Company.      
There were no potentially dilutive securities outstanding at December 31, 2001  
or December 19, 2002.                                                           

Successor:                                                                  

In connection with the Transaction, all of the Company's common stock was 
either redeemed by the Company or exchanged by Company shareholders for         
Holdings Common A or Holdings Common L stock. At December 31, 2002, all Company 
common stock, consisting of 51,317 shares of Class A Voting Common Stock,       
283,548 shares of Class A Non-Voting Common Stock, 117,517 shares of Class B    
Non-Voting Common Stock and 75,000 shares of Class C Non-Voting Common Stock,   
is held by Holdings. Holders of 35.2% of Holdings Common A Stock may put their  
shares to Holdings at fair market value in 2008, 2009, and 2010 or upon a       
change of control of Holdings or the Company. Holdings is a holding company,    
and as such, will rely on the Company to satisfy its obligations.               

Stock Transactions:                                                         

Predecessor:                                                                

  On January 24, 2001, the Company issued 6,806 shares of Preferred Stock at a
price of $100 per share and 6,511 shares of Class A Voting Common Stock at a    
price of $42.91 per share to existing investors and certain executives of the   
Company. The proceeds from these issuances totaled $960. On January 24, 2001,   
the Company redeemed from one investor 2,466 shares of Preferred Stock at a     
cost of $143.75 per share and 3,391 shares of Class A Voting Common Stock at a  
cost of $42.91 per share. The cost of these redemptions totaled $500. The       
issuance and redemption prices of these shares was negotiated by independent    
parties and, therefore, represented fair market value at the time of the        
transactions.                                                                   

Restricted Stock Transactions:                                              

The Company had reserved 200,000 shares of Class B Non-Voting Common Stock
("B Stock") for sale to employees. The Company granted 13,700 shares of B Stock 
to 31 employees in 2000; granted 2,600 shares and sold 450 shares of B Stock to 
25 employees in 2001; and granted 100 shares and sold 200 shares of B Stock to  
2 employees in 2002. The grants and sales were made at fair market value as     
determined by management using a valuation model and as approved by the         
Company's the Board of Directors ($20 per share in 2000; $40 per share in 2001  
and 2002). Compensation expense of $274; $104; and $4 was recognized in the     
years ended December 31, 2000 and 2001and in the period from January 1, 2002    
through December 19, 2002, respectively. B Stock could not be sold or           
transferred, except as provided by the Shareholders' Agreement, and could be    
called by the Company upon termination of a holder's employment with the        
Company. The Company redeemed 8,100 shares of B stock at a cost of $54 in 2000; 
3,200 shares of B stock at a cost of $32 in 2001; and 1,000 shares of B Stock   
at a cost of $31 during the period from January 1, 2002 through December 19,    
2002. All B Stock issued vested over five years or immediately upon a change in 
control of the Company.                                                         

15.  Commitments and Contingencies:                                             

Risk Management:                                                            

The Company carries general liability, vehicle collision and liability,   
workers compensation, professional liability, directors and officers liability, 
and employee health care insurance policies as well as umbrella liability       
insurance to cover claims over the liability limits contained in the primary    
policies.                                                                       

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

The Company's insurance programs for workers compensation and employee    
health care contain self-insured retention amounts. Claims in excess of the     
self-insured retention amounts are fully insured. The Company's accrual for     
unpaid and incurred but not reported claims under these programs at December    
31, 2002 was $2,800 and is included in accrued expenses in the accompanying     
Consolidated Balance Sheet in accordance with Statement of Financial Accounting 
Standards No. 5, "Accounting for Contingencies". While the ultimate amount of   
these claims is dependent on future developments, in management's opinion,      
recorded accruals are adequate to cover these claims.                           

Litigation:                                                                 

The Company is involved in legal actions arising in the ordinary course of
business that are generally covered by insurance. Management of the Company     
does not believe the outcome of such legal actions will have a material adverse 
effect on the Company's financial position, results of operations, or cash      
flows.                                                                          

16.  Related Party Transactions:                                                

Indebtedness to related parties of $5,533 consisted of subordinated notes 
payable to certain shareholders, some of whom were officers of the Company.     
These notes bore interest at 10.65% and were due January 31, 2007. The notes    
were subordinate to the Term Loans and borrowings under the Predecessor         
Facility. Under the terms of the notes, interest was due annually, however, in  
2000 and 2001, the Company was permitted to issue notes in lieu of cash. The    
notes became due and payable in the event of a change in control of the         
Company, including an initial public offering or a re-capitalization of the     
Company. These obligations were repaid in connection with the Transaction.      

The Company leases certain land, office buildings and improvements from   
Brickman Leasing, L.L.C., an entity owned by certain shareholders of the        
Company, under three-year leases that expire in 2004. Total rental expense paid 
on these leases was $373 in 2000, $324 in 2001, $329 for the period from        
January 1, 2002 through December 19, 2002, and $10 for the period from December 
20, 2002 through December 31, 2002.                                             

  There were no amounts due to or from Brickman Leasing, L.L.C. as of December
31, 2000; 2001; December 19, 2002; or December 31, 2002.                        

The Company leases an office building from a shareholder employee of the  
Company under a five-year lease that expires in 2003. Total rental expense paid 
on this lease was $125 in 2000, $130 in 2001, $130 for the period from January  
1, 2002 through December 19, 2002, and $4 for the period from December 20, 2002 
through December 31, 2002. There were no amounts due to or from this            
shareholder employee as of December 31, 2000; 2001; December 19, 2002; or       
December 31, 2002.                                                              

 The Company makes advances to shareholder employees in the normal course of
business. There were no material amounts due from such employees or executive   
officers as of December 31, 2000; 2001; December 19, 2002; or December 31, 2002.

17.  Segment Information:                                                       

The Company operates in one reportable segment--commercial landscape      
services. The Company is organized into approximately 90 branch units           
surrounding major metropolitan areas throughout the United States. Subject to   
variation in climate and horticulture, each branch unit performs all of the     
services that the Company offers.                                               

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

18.  Supplemental Balance Sheet Information:                                    

 Accrued expenses in the accompanying consolidated balance sheets consist of
the following:                                                                  

                                                                [Download Table]

                                Predecessor         Successor  
                         ------------------------- ------------
                         December 31, December 19, December 31,
                             2001         2002         2002    
                         ------------ ------------ ------------
                                                               
Insurance reserves......   $ 3,162      $ 4,370      $ 4,470   
Payroll-related accruals     4,406        6,235        7,095   
Other...................     2,539        5,484        4,649   
                           -------      -------      -------   
   Total................   $10,107      $16,089      $16,214   
                           =======      =======      =======   

19.  Supplemental Cash Flow Information:                                        

                                                                [Download Table]

                                                   Predecessor           Successor  
                                           ---------------------------- ------------
                                                           Period from  Period from 
                                             Year Ended     January 1,  December 20,
                                            December 31,      2002-        2002-    
                                           --------------- December 19, December 31,
                                            2000    2001       2002         2002    
                                           ------- ------- ------------ ------------
                                                                                    
Cash paid for income taxes................ $ 3,506 $ 9,140   $ 7,771        $--     
Cash paid for interest.................... $ 8,842 $ 8,296   $ 5,431        $--     
Non-cash financing activities:                                                      
   Accretion of preferred stock dividends. $11,007 $12,399   $13,472        $--     
   Grant of stock to employees (Note 14).. $   274 $   104   $    12        $--     

 Changes in operating assets and liabilities, net of businesses acquired are
as follows:                                                                     

                                                                [Download Table]

                                  Predecessor            Successor  
                         -----------------------------  ------------
                                           Period from  Period from 
                            Year Ended      January 1,  December 20,
                           December 31,       2002-        2002-    
                         ----------------  December 19, December 31,
                           2000     2001       2002         2002    
                         -------  -------  ------------ ------------
                                                                    
Accounts receivable, net $(6,606) $ 4,479    $(3,834)     $(3,804)  
Unbilled revenue........  (1,858)     (69)    (1,154)         761   
Inventory...............      81      (81)       274           34   
Other assets............      93     (457)      (934)        (580)  
Accounts payable........    (561)  (3,388)     3,570        1,399   
Deferred revenue........   1,246    1,154     (1,874)         939   
Accrued interest........     650     (746)       254          635   
Accrued expenses........   2,741   (2,461)     5,983          125   
Other liabilities.......      40      114        125           22   
                         -------  -------    -------      -------   
   Total................ $(4,174) $(1,455)     2,410         (469)  
                         =======  =======    =======      =======   

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

20.  Unaudited Quarterly Results of Operations:                                 

  Summarized quarterly results of operations for 2001 and 2002 were as follows
(in thousands):                                                                 

                                                                [Download Table]

                                                   Predecessor                
                                    ------------------------------------------
                                     First   Second   Third  Fourth           
                                    Quarter  Quarter Quarter Quarter   Total  
                                    -------  ------- ------- -------  --------
                                                                              
2001                                                                          
Service revenues................... $45,010  $80,797 $70,514 $59,120  $255,441
Gross profit.......................  10,689   27,659  24,128  20,098    82,574
Operating income (loss)............       8   14,901  11,205   5,956    32,070
Net income (loss)..................  (1,254)   7,365   5,362   2,490    13,963
Net income (loss) related to common                                           
  shareholders..................... $(4,176) $ 4,322 $ 2,194 $  (775) $  1,564

                                                                [Download Table]

                                       Predecessor                       Successor  
                    -------------------------------------------------- -------------
                                                           Total for                
                                             Period from  period from   Period from 
                                              October 1,   January 1,  December 20, 
                                                2002-        2002-         2002-    
                     First   Second   Third  December 19, December 19,  December 31,
                    Quarter  Quarter Quarter     2002         2002         2002     
                    -------  ------- ------- ------------ ------------ -------------
                                                                                    
2002                                                                                
Service revenues... $47,645  $92,540 $79,519   $63,518      $283,222      $8,735    
Gross Profit.......  10,588   32,609  28,732    20,547        92,476       2,112    
Operating income                                                                    
  (loss)...........  (2,170)  16,975  14,047     6,922        35,774        (767)   
Net income (loss)..  (1,923)   9,509   7,129     2,757        17,472        (869)   
Net income (loss)                                                                   
  related to common                                                                 
  shareholders..... $(5,213) $ 6,084 $ 3,563   $  (434)     $  4,000      $ (869)   

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED BALANCE SHEETS 
(Unaudited) 
(dollars in thousands except for share data)  

                                                        [Enlarge/Download Table]

                                                                                December 31, March 31, 
                                                                                    2002       2003    
                                                                                ------------ --------- 
                                                                                                       
                                    ASSETS                                                             
Current assets:                                                                                        
Cash and cash equivalents......................................................  $   6,281   $   6,963 
Accounts receivable, net of allowance for doubtful accounts....................     31,810      32,892 
Unbilled revenue...............................................................      4,498       7,972 
Deferred tax asset.............................................................      4,731       4,891 
Other current assets...........................................................      1,334       4,478 
                                                                                 ---------   --------- 
 Total current assets..........................................................     48,654      57,196 
                                                                                 ---------   --------- 
Property and equipment, net of accumulated depreciation........................     26,188      27,501 
Deferred charges, net of accumulated amortization..............................      9,214       9,032 
Intangible assets, net of accumulated amortization.............................    120,818     115,248 
Goodwill.......................................................................     32,663      32,663 
Restricted investments and other assets........................................        560         603 
                                                                                 ---------   --------- 
                                                                                 $ 238,097   $ 242,243 
                                                                                 =========   ========= 
                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                         
Current liabilites:                                                                                    
Accounts payable...............................................................  $  10,972   $   8,548 
Deferred revenue...............................................................      3,284      10,151 
Capital lease obligation--current portion......................................        401         408 
Long-term debt--current portion................................................      5,008       5,008 
Accrued interest...............................................................        635       4,945 
Accrued expenses...............................................................     16,214      19,142 
                                                                                 ---------   --------- 
 Total current liabilities.....................................................     36,514      48,202 
Long-term debt and other liabilities:                                                                  
Capital lease obligation.......................................................        434         351 
Long-term debt.................................................................    195,000     194,000 
Deferred tax liability.........................................................      2,658       1,768 
Other liabilities..............................................................        360         400 
                                                                                 ---------   --------- 
 Total liabilities.............................................................    234,966     244,721 
                                                                                 ---------   --------- 
Commitments and contingencies                                                                          
Shareholders' equity (deficit):                                                                        
Class A voting common stock, $.01 par value; 1,100,000 authorized and 51,317                           
  issued, both periods.........................................................          1           1 
Class A non-voting common stock, $.01 par value; 1,100,000 authorized and                              
  283,548 issued, both periods.................................................          3           3 
Class B non-voting common stock, $.01 par value; 200,000 authorized and 117,517                        
  issued, both periods.........................................................          1           1 
Class C non-voting common stock, $.01 par value; 100,000 authorized and 75,000                         
  issued, both periods.........................................................          1           1 
Paid-in capital................................................................    194,994     194,994 
Accumulated deficit............................................................       (869)     (6,478)
Continuing shareholders' basis adjustment......................................   (191,000)   (191,000)
                                                                                 ---------   --------- 
 Total shareholders' equity (deficit)..........................................      3,131      (2,478)
                                                                                 ---------   --------- 
                                                                                 $ 238,097   $ 242,243 
                                                                                 =========   ========= 

The accompanying notes and the notes to the Company's Audited Consolidated  
Financial Statements  
are an integral part of the consolidated financial statements.  

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED STATEMENTS OF OPERATIONS 
(Unaudited) 
(dollars in thousands)  

                                                                [Download Table]

                                       Predecessor Successor
                                       ----------- ---------
                                         For the    For the 
                                          three      three  
                                         months     months  
                                          ended      ended  
                                        March 31,  March 31,
                                          2002       2003   
                                       ----------- ---------
                                                            
Service revenues......................   $47,645    $75,417 
Cost of services provided.............    37,057     59,577 
                                         -------    ------- 
   Gross profit.......................    10,588     15,840 
General and administrative expenses...    12,283     14,475 
Amortization..........................       475      5,810 
                                         -------    ------- 
   Loss from operations...............    (2,170)    (4,445)
Interest expense......................     1,248      5,038 
                                         -------    ------- 
   Loss before income taxes...........    (3,418)    (9,483)
Income tax benefit....................    (1,495)    (3,874)
                                         -------    ------- 
Loss before preferred stock dividends.    (1,923)    (5,609)
Accretion of preferred stock dividends     3,290         -- 
                                         -------    ------- 
Loss related to common shareholders...   $(5,213)   $(5,609)
                                         =======    ======= 

The accompanying notes and the notes to the Company's Audited Consolidated  
Financial Statements  
are an integral part of the consolidated financial statements.  

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THE BRICKMAN GROUP, LTD.  

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(Unaudited) 
(dollars in thousands)  

                                                        [Enlarge/Download Table]

                                                                         Predecessor    Successor  
                                                                        ------------- -------------
                                                                        For the three For the three
                                                                        months ended  months ended 
                                                                          March 31,     March 31,  
                                                                            2002          2003     
                                                                        ------------- -------------
                                                                                                   
Cash flows from operating activities                                                               
   Net loss............................................................    $(1,923)      $(5,609)  
   Adjustments to reconcile net loss to net cash provided by operating                             
     activities:                                                                                   
       Depreciation....................................................      1,883         2,355   
       Amortization....................................................        475         5,810   
       Deferred taxes..................................................        451        (1,050)  
       Provision for doubtful accounts.................................        110           685   
       (Gain) loss on disposal of assets...............................          2           (22)  
       Changes in operating assets and liabilities.....................     11,374         3,316   
                                                                           -------       -------   
          Net cash provided by operating activities....................     12,372         5,485   
                                                                           -------       -------   
Cash flows from investing activities                                                               
   Purchase of property and equipment..................................     (7,762)       (3,660)  
   Proceeds from sale of property and equipment........................         21            14   
                                                                           -------       -------   
          Net cash used in investing activities........................     (7,741)       (3,646)  
                                                                           -------       -------   
Cash flows from financing activities                                                               
   Transaction fees paid...............................................         --           (81)  
   Proceeds from issuance of common stock..............................          4            --   
   Redemption of common stock..........................................         (4)           --   
   Payments on long-term debt..........................................     (1,599)       (1,076)  
   Proceeds from borrowings............................................      1,012            --   
                                                                           -------       -------   
          Net cash used in financing activities........................       (587)       (1,157)  
                                                                           -------       -------   
Net increase in cash...................................................      4,044           682   
Cash at beginning of period............................................      3,647         6,281   
                                                                           -------       -------   
Cash at end of period..................................................    $ 7,691       $ 6,963   
                                                                           =======       =======   
   Cash paid for interest..............................................    $ 1,674       $   728   
                                                                           =======       =======   
   Cash paid for taxes.................................................    $    52       $ 1,015   
                                                                           =======       =======   

The accompanying notes and the notes to the Company's Audited Consolidated  
Financial Statements  
are an integral part of the consolidated financial statements.  

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
(dollars in thousands)  

1.   Business:                                                                  

The Brickman Group, Ltd. (the "Company") performs landscape maintenance,  
landscape construction and enhancement, and snow removal services for           
commercial customers in major metropolitan areas in 23 states throughout the    
United States. Landscape maintenance services are generally provided under      
cancelable contracts ranging from 1 to 8 years in length. The Company provides  
these services to a diverse set of customers with one or more sites, including  
regional and national commercial, retail, and industrial property owners,       
corporations, residential communities, schools and universities, hotels,        
hospitals, and governmental agencies. Services include grass mowing, planting   
and care of flower beds, tree and shrub pruning, bed edging, controlling weeds  
and pests, fertilizing, planting of grass, groundcovers, shrubs and trees,      
grading, and removing snow and ice.                                             

2.   The Transaction:                                                           

  On December 20, 2002, the Company entered into a series of transactions (the
"Transaction") in which a newly formed holding company, Brickman Group          
Holdings, Inc. ("Holdings"), became the parent company of the Company. Holdings 
raised $80.1 million in equity capital which was invested in the Company and    
the Company raised $150 million from the sale of 11.75% senior subordinated     
notes due in 2009 and $50 million from the issuance of term notes to a group of 
banks. From these proceeds, $186.1 million was used to redeem the stock of      
certain of the Company's shareholders and $94.6 million was used to repay       
existing indebtedness. In addition to the equity raised, certain shareholders   
of the Company exchanged their Company preferred and common stock with a fair   
value of $114.9 million for Class A common stock and Class L mandatorily        
redeemable common stock of Holdings. The transaction resulted in a new basis of 
accounting for Brickman as the transaction was accounted for as a business      
combination. Consequently, the financial position, results of operations, and   
cash flows of the Company before the Transaction are not comparable to          
financial position, results of operations, and cash flows after the             
Transaction. Amounts and disclosures that relate to balances, operations, and   
cash flows prior to the Transaction are identified as "Predecessor" financial   
information and amounts and disclosures that relate to balances, operations,    
and cash flows subsequent to the Transaction are identified as "Successor"      
financial information.                                                          

3.   Summary of Significant Accounting Policies:                                

Basis of Presentation:                                                      

The accompanying unaudited consolidated financial statements have been    
prepared in accordance with generally accepted accounting principles ("GAAP")   
for interim financial statements and on the same basis of presentation as the   
Company's annual financial statements. Accordingly, they do not include all     
information required by generally accepted accounting principles. These         
financial statements include the accounts of the Company and its subsidiaries   
all of which are wholly-owned by the Company. All significant intercompany      
transactions and account balances have been eliminated.                         

 These financial statements have been prepared by management, are unaudited,
and should be read in conjunction with the consolidated financial statements    
and notes thereto included in the Company's audited financial statements for    
the years ended December 31, 2000 and 2001 and the period from January 1, 2002  
to December 19, 2002 ("Predecessor"), and the period from December 20 to        
December 31, 2002 ("Successor"). In the opinion of management, all adjustments  
(consisting of normal recurring accruals and other adjustments) considered      
necessary for a fair presentation have been included. Due to the seasonality of 
the Company's business, the results for the interim periods are not necessarily 
indicative of the results for the year. Business seasonality results in higher  
revenues during the second and third quarters as compared with the first and    
fourth                                                                          

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

quarters of the year, while the methods of accounting for fixed costs, such as  
depreciation and amortization, are not significantly impacted by business       
seasonality.                                                                    

Use of Estimates:                                                           

The preparation of financial statements in conformity with GAAP requires  
management to make estimates and assumptions that affect the reported amounts   
of assets and liabilities and disclosure of contingent assets and liabilities   
at the date of the financial statements and the reported amounts of revenues    
and expenses during the reported period. On an ongoing basis, management        
reviews its estimates, including those related to allowances for doubtful       
accounts, revenue recognition, valuation of operating supplies, self-insurance  
reserves, purchase accounting estimates, useful lives for depreciation and      
amortization, realizability of deferred tax assets, and litigation based on     
currently available information. Changes in facts and circumstances may result  
in revised estimates and actual results may differ from estimates.              

4.   Recent Accounting Pronouncements:                                          

Statement of Financial Accounting Standards No. 145, "Rescission of FASB  
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical  
Corrections as of April 2002" ("FAS No. 145") among other things, rescinds      
various pronouncements regarding early extinguishment of debt. It allows        
extraordinary accounting treatment for early extinguishment of debt only when   
the provisions of Accounting Principles Board Opinion No. 30, "Reporting the    
Results of Operations--Reporting the Effects of Disposal of a Segment of a      
Business, and Extraordinary, Unusual and Infrequently Occurring Events and      
Transactions", are met. FAS No. 145 provisions regarding early extinguishment   
of debt are generally effective for fiscal years beginning after May 15, 2002.  
The Company adopted this statement effective January 1, 2003. The adoption of   
FAS No. 145 did not have a material impact on the Company's financial position, 
results of operations or cash flows.                                            

Statement of Financial Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("FAS No. 146") addresses          
financial accounting and reporting for costs associated with exit or disposal   
activities and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability 
Recognition for Certain Employee Termination Benefits and other Costs to Exit   
an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF       
94-3"). FAS No. 146 requires that a liability for a cost associated with an     
exit or disposal activity be recognized when the liability is incurred. Under   
EITF 94-3, a liability for an exit cost was recognized at the date of           
commitment to an exit or disposal plan. FAS No. 146 also establishes that fair  
value is to be used for initial measurement of the liability. The Company must  
adopt FAS No. 146 for all exit or disposal activities that are initiated after  
December 31, 2002. Management believes that the adoption of this pronouncement  
will not have a material impact on the results of operations, financial         
position or cash flows.                                                         

Statement of Financial Accounting Standards No. 148, "Accounting for      
Stock-Based Compensation--Transition and Disclosure an amendment of FASB        
Statement No. 123", ("FAS No. 148") amends Statement of Financial Accounting    
Standards No. 123, "Accounting for Stock-Based Compensation", ("FAS No. 123")   
to provide alternative methods of transition for an entity that voluntarily     
changes to the fair value based method of accounting for stock-based employee   
compensation. The Company has elected to continue to account for stock-based    
compensation in these financial statements in accordance with APB No. 25. FAS   
No. 148 also amends the disclosure provisions of FAS No. 123 to require         
prominent disclosure about the effects of an entity's accounting policy         
decisions with respect to stock-based employee compensation on reported net     
income. It also amends APB Opinion No. 28 "Interim Financial Reporting", to     
require disclosure about those effects in interim financial information. FAS    
No. 148 has been adopted by the Company.                                        

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

Financial Accounting Standards Board Interpretation No. 45, "Guarantor's  
Accounting and Disclosure Requirements for Guarantees, Including Indirect       
Guarantees of Indebtedness of Others", ("FIN 45"), details the disclosures to   
be made by a guarantor about its obligations under certain guarantees that it   
has issued. It also clarifies that a guarantor is required to recognize, at the 
inception of a guarantee, a liability for the fair value of the obligation      
undertaken in issuing the guarantee. The Company has issued no guarantees, and  
therefore, the adoption of FIN 45 has not had a material impact on the          
Company's financial position, results of operation, or cash flows.              

Financial Accounting Standards Board Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN 46") clarifies the application of          
Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to    
certain entities in which equity investors do not have the characteristics of a 
controlling financial interest or do not have sufficient equity at risk for the 
entity to finance its activities without additional subordinated financial      
support from other parties. The Company continues to evaluate the impact of FIN 
46 on its financial position, results of operations and cash flows.             

  Statement of Financial Accounting Standards No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity",     
("FAS 150") establishes standards for how an issuer classifies and measures in  
its statement of financial position certain financial instruments with          
characteristics of both liabilities and equity. It requires that an issuer      
classify a financial instrument that is within its scope as a liability (or an  
asset in some circumstances) because that financial instrument embodies an      
obligation of the issuer. FAS 150 is effective for financial instruments        
entered into or modified after May 31, 2003 and shall be effective at the       
beginning of the first interim period beginning after June 15, 2003. Management 
will continue to evaluate the provisions of FAS 150, however, the adoption of   
this pronouncement is not expected to have a material effect on the Company's   
financial position.                                                             

5.  Stock-Based Compensation:                                                   

On March 30, 2003, Holdings granted options to purchase 8,379 shares of   
Holdings Class A Common Stock at an exercise price of $1,000 per share to       
certain employees of the Company. The exercise price represented fair market    
value at the date of grant. The options vest over 5 years and are exercisable   
through March, 2013. The Company accounts for its stock-based compensation plan 
in accordance with the recognition and measurement principles of APB Opinion    
No. 25, "Accounting for Stock Issued to Employees", and related                 
interpretations. Accordingly, no compensation expense was recognized for these  
grants because the exercise price of the options equaled the fair market value  
of the underlying stock on the date of grant.                                   

The following table discloses the effect on net income if the Company had 
applied the fair value based measurement and recognition provisions of SFAS No. 
123 to stock-based employee compensation. The Black-Scholes valuation model was 
used to establish the fair value of the options. A risk free rate of 2.0% at    
the date of grant was assumed. No volatility factor was used in the valuation   
since the Company's stock is not traded publicly.                               

                                                        [Enlarge/Download Table]

                                                                      Predecessor    Successor  
                                                                     ------------- -------------
                                                                     For the three For the three
                                                                     months ended  months ended 
                                                                       March 31,     March 31,  
                                                                         2002          2003     
                                                                     ------------- -------------
                                                                                                
Net loss, as reported...............................................    $(1,923)      $(5,609)  
Deduct: Total stock-based employee compensation determined under the                            
  fair value based method for all awards, net of related tax effects         --             1   
                                                                        -------       -------   
Pro forma net loss..................................................    $(1,923)      $(5,610)  
                                                                        =======       =======   

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

6.   Accounts Receivable:                                                       

Components of accounts receivable are as follows:                         

                                                                [Download Table]

                                December 31, March 31,
                                    2002       2003   
                                ------------ ---------
                                                      
Accounts receivable............   $33,854     $35,578 
Allowance for doubtful accounts    (2,044)     (2,686)
                                  -------     ------- 
Accounts receivable, net.......   $31,810     $32,892 
                                  =======     ======= 

Accounts receivable amounts include retention on incomplete projects that 
will be completed within one year. All other amounts are due currently.         

7.   Accrued Expenses:                                                          

Accrued expenses consist of the following:                                

                                                                [Download Table]

                           December 31, March 31,
                               2002       2003   
                           ------------ ---------
                                                 
Payroll-related accruals..   $ 7,095     $ 8,969 
Insurance reserves........     4,470       4,977 
Other accrued expenses....     4,649       5,196 
                             -------     ------- 
   Total accrued expenses.   $16,214     $19,142 
                             =======     ======= 

8.   Long-term Debt:                                                            

Long-term debt consists of the following:                                 

                                                                [Download Table]

                                                             December 31, March 31,
                                                                 2002       2003   
                                                             ------------ ---------
                                                                                   
11.75% Senior subordinated notes due 2009...................   $150,000   $150,000 
Senior bank facility, due 2008 bearing interest at 4.4%.....     50,000     49,000 
                                                               --------   -------- 
   Total....................................................   $200,000   $199,000 
Installment notes payable, due 2004 bearing interest at 8.5%          8          8 
                                                               --------   -------- 
   Total long-term debt.....................................   $200,008   $199,008 
Less:.......................................................                       
   Current portion..........................................     (5,008)    (5,008)
                                                               --------   -------- 
Long-term debt, net.........................................   $195,000   $194,000 
                                                               ========   ======== 

9.   Commitments and Contingencies:                                             

Risk Management: The Company carries general liability, vehicle collision 
and liability, workers compensation, professional liability, directors and      
officers' liability, and employee health care insurance policies as well as     
umbrella liability insurance to cover claims over the liability limits          
contained in the primary policies.                                              

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THE BRICKMAN GROUP, LTD.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 
(dollars in thousands)  

The Company's insurance programs for workers compensation and employee    
health care contain self-insured retention amounts. Claims in excess of the     
self-insured retention amounts are fully insured. The Company's accrual for     
unpaid and incurred but not reported claims under these programs at March 31,   
2003 was $4,759 and is included with accrued expenses in the accompanying       
Consolidated Balance Sheet in accordance with Statement of Financial Accounting 
Standards No. 5, "Accounting for Contingencies". While the ultimate outcome of  
these claims is dependent on future developments, in management's opinion,      
recorded accruals are adequate to cover these claims.                           

Other: There are no other significant commitments or contingencies as of  
March 31, 2003 that have not already been disclosed.                            

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================================================================================
We have not authorized any dealer, salesperson or other person to give any      
information or represent anything to you other than the information contained   
in this prospectus.  You must not rely on unauthorized information or           
representations.                                                                

This prospectus does not offer to exchange or ask for offers to exchange any of 
the securities in any jurisdiction where it is unlawful, where the person       
making the offer is not qualified to do so, or to any person who can not        
legally be offered the securities.  The information in this prospectus is       
current only as of the date on its cover, and may change after that date.  For  
any time after the date on the cover of this prospectus, we do not represent    
that our affairs are the same as described or that the information in this      
prospectus is correct--nor do we imply those things by delivering this          
prospectus or exchanging securities with you.                                   

----------------- 

TABLE OF CONTENTS 

                                                                [Download Table]

                                           Page
                                           ----
                                               
Prospectus Summary........................   1 
Risk Factors..............................  11 
Forward-Looking Statements................  18 
The Transaction...........................  19 
Use of Proceeds...........................  20 
Capitalization............................  21 
Unaudited Pro Forma Consolidated Financial     
  Information.............................  22 
Selected Historical Financial and Other        
  Data....................................  25 
Management's Discussion and Analysis of        
  Financial Condition and Results of           
  Operations..............................  26 
Business..................................  35 
Management................................  46 
Certain Relationships and Related              
  Transactions............................  50 
Security Ownership of Certain Beneficial       
  Owners and Management...................  52 
Description of Other Obligations..........  53 
Description of the Notes..................  56 
The Exchange Offer........................  96 
Material United States Federal Income Tax      
  Considerations.......................... 104 
Plan of Distribution...................... 108 
Legal Matters............................. 109 
Experts................................... 109 
Available Information..................... 109 
Index to Consolidated Financial Statements F-1 

================================================================================
================================================================================

$150,000,000  
 [GRAPHIC]

The Brickman Group, Ltd.  

Offer to exchange $150,000,000 11 3/4%Senior Subordinated Notes due 2009 for  
any and all outstanding 

11 3/4% Senior Subordinated Notes due 2009  

----------------------------- 

PROSPECTUS  

----------------------------- 

June 16, 2003 

================================================================================

Dates Referenced Herein   and   Documents Incorporated by Reference

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