EXHIBIT 10.19 FOUNDER'S EMPLOYMENT AGREEMENT This Founder's Employment Agreement (this "Agreement") is by and between [______________________], a [_____________] corporation (the "Company") which, on the Effective Date (as defined below), will be a...

                                                                   EXHIBIT 10.19

                        FOUNDER'S EMPLOYMENT AGREEMENT


      This Founder's Employment Agreement (this "Agreement") is by and between
[______________________], a [_____________] corporation (the "Company") which,
on the Effective Date (as defined below), will be a wholly-owned subsidiary of
LandCare USA, Inc., a Delaware corporation ("LandCare USA"), and
[_______________________] ("Executive"), and is dated [ ], but shall become
effective only on the date of the consummation of the initial public offering of
the common stock of LandCare USA (the "Effective Date").

                               R E C I T A L S

      A. As of the Effective Date, the Company and the other subsidiaries of
LandCare USA are or will be engaged primarily in the business of providing
landscaping services, including design, installation, construction and
mainenance, and related services businesses (collectively, the "Business").

      B. Executive is employed by the Company in a confidential relationship
pursuant to which Executive has become and will continue to become familiar with
and aware of information as to the Company's and LandCare USA's customers,
specific manner of doing business (including the processes, techniques and trade
secrets utilized by the Company and LandCare USA), and future plans with respect
thereto, all of which have been and will be established and maintained at
significant expense to the Company and LandCare USA. This information includes
trade secrets and constitutes a valuable asset of the Company and of LandCare
USA.

      C. The parties hereto desire to agree to the various matters described
herein and to memorialize their agreements as set forth herein.

      NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, it is hereby agreed as follows:

                              A G R E E M E N T

      1.    EMPLOYMENT AND DUTIES.

      (a) The Company hereby employs Executive as [______________________] of
the Company. Executive shall have responsibilities, duties and authority
reasonably accorded to, expected of, and consistent with such position and will
report directly to the Board of Directors of

                                    -1-

the Company (the "Board") or its designee. Executive hereby accepts this
employment upon the terms and conditions herein contained and agrees to devote
substantially all of his business time, attention and efforts to promote and
further the business of the Company. Executive shall not, during the term of his
employment hereunder, be engaged in any other business activity pursued for
gain, profit or other pecuniary advantage if such activity interferes in any
material respect with Executive's duties and responsibilities hereunder. The
foregoing limitations shall not be construed as prohibiting Executive from
making passive personal investments in such form or manner as will neither
require his services in the operation or affairs of the companies or enterprises
in which such investments are made nor violate the terms of paragraph 3 hereof.

      (b) Executive shall faithfully adhere to, execute and fulfill all lawful
policies established from time to time by the Company.

      (c) Executive shall only be required to perform Executive's duties in, and
shall not be required to relocate from, the area in which the Company is
headquartered on the date of this Agreement unless otherwise agreed by
Executive.

      2. COMPENSATION. For all services rendered by Executive, the Company shall
compensate Executive as follows:

      (a) BASE SALARY. Commencing on the Effective Date or, at the option of the
Company, the first day of the month during which the Effective Date occurs or
the first day of the month immediately following the date on which the Effective
Date occurs, the base salary payable to Executive shall be $ _______ per year,
payable on a regular basis in accordance with the Company's standard payroll
procedures but not less frequently than monthly. On at least an annual basis,
the Board will review Executive's performance and may make increases, but not
decreases, to such base salary if, in its discretion, any such increase is
warranted.

      (b) EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION. Executive
shall be entitled to receive additional benefits and compensation from the
Company in such form and to such extent as specified below:

      (i) Coverage, subject to contributions required of executives of the
Company generally, for Executive and his dependent family members under health,
hospitalization, disability, dental, life and other insurance plans that the
Company may have in effect from time to time for the benefit of its executives;
provided, however, that the Company shall not modify the plans in effect on the
date hereof in a manner that would decrease the benefits afforded thereby to the
Executive in any material respect unless (a) the Executive consents to such
changes, or (b) such changes result in plans that provide benefits to the
Executive that are substantially similar to those afforded to similarly situated
executives employed by the other subsidiaries of LandCare.

                                    -2-

      (ii) Reimbursement for all business travel and other out-of-pocket
expenses reasonably incurred by Executive in the performance of his services
pursuant to this Agreement. All reimbursable expenses shall be appropriately
documented in reasonable detail by Executive upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy.

      (iii) The Company shall provide Executive with such other executive
perquisites as may be deemed appropriate for Executive by the Board, and
Executive shall be entitled to participate in all other Company-wide employee
benefits as are available from time to time.

      3.    NON-COMPETITION AGREEMENT.

      (a) Executive shall not, during the period of his employment by or with
the Company, and for a period of two (2) years immediately following the
termination of his employment under this Agreement, for any reason whatsoever,
except as provided herein, directly or indirectly, for himself or on behalf of
or in conjunction with any other person, company, partnership, corporation or
business of whatever nature:

            (i) engage, as an officer, director, shareholder, owner, partner,
      joint venturer, or in a managerial capacity, whether as an employee,
      independent contractor, consultant or advisor, or as a sales
      representative, in any business in direct competition with the Company or
      LandCare USA or any of their respective subsidiaries, within 100 miles of
      where the Company or any of LandCare USA's other subsidiaries has a
      physical location (the "Territory");

            (ii) call upon any person who is, at that time, an employee of the
      Company or LandCare USA (including the respective subsidiaries thereof) in
      a sales or managerial capacity for the purpose or with the intent of
      enticing such employee away from or out of the employ of the Company or
      LandCare USA (including the respective subsidiaries thereof);

            (iii) call upon any person or entity which is, at that time, or
      which has been, within one (1) year prior to that time, a customer of the
      Company or LandCare USA (including the respective subsidiaries thereof)
      for the purpose of soliciting or selling products or services in direct
      competition with the Company or LandCare USA;

            (iv) call upon any prospective acquisition candidate, on Executive's
      own behalf or on behalf of any competitor, which candidate was, to
      Executive's actual knowledge, either called upon by the Company or
      LandCare USA (including the respective subsidiaries

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thereof) or for which the Company or LandCare USA made an acquisition analysis,
for the purpose of acquiring such entity or all or substantially all of such
entity's assets.

      Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit Executive from (i) participating in the activities as and to the extent
described on Schedule 13.1 to the Agreement and Plan of Organization dated as of
March 17, 1998 to which the Company, LandCare and the Executive are parties, or
(ii) acquiring as a passive investment not more than two percent (2%) of the
capital stock of a competing business the stock of which is traded on a national
securities exchange or on an over-the-counter or similar market.

      (b) Because of the difficulty of measuring economic losses to the Company
and LandCare USA as a result of a breach of the foregoing covenant, and because
of the immediate and irreparable damage that could be caused to the Company and
LandCare USA for which they would have no other adequate remedy, Executive
agrees that the foregoing covenant may be enforced by LandCare USA or the
Company in the event of breach or threatened breach by Executive, by
injunctions, restraining orders and other appropriate equitable relief.

      (c) It is agreed by the parties that the foregoing covenants in this
paragraph 3 impose a reasonable restraint on Executive in light of the
activities and business of the Company or LandCare USA, as the case may be
(including LandCare USA's other subsidiaries) on the Effective Date of this
Agreement and the current plans of LandCare USA (including LandCare USA's other
subsidiaries); but it is also the intent of the Company and Executive that such
covenants be construed and enforced in accordance with the changing activities,
business and locations of the Company and LandCare USA, as the case may be
(including LandCare USA's other subsidiaries) throughout the term of these
covenants, whether before or after the date of termination of the employment of
Executive. For example, if, during the term of these covenants, the Company or
LandCare USA, as the case may be (including LandCare USA's other subsidiaries)
engage in new and different activities related to the Business, enter a new
business related to the Business or establish new locations for their current
activities or businesses in addition to or other than the activities or
businesses enumerated under the Recitals above or the locations currently
established therefor, then Executive will be precluded from soliciting the
customers or employees of such new activities or businesses or from such new
locations and from directly competing with such new businesses within 100 miles
of all then-established operating location(s) through the term of these
covenants.

      It is further agreed by the parties hereto that, in the event that
Executive shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with the Company or LandCare USA
(including LandCare USA's other subsidiaries), or similar activities or business
in locations the operation of which, under such circumstances, does not violate
clause (i) of paragraph 3(a), Executive shall not be chargeable with a violation
of this paragraph 3 if the Company or LandCare USA (including LandCare USA's
other subsidiaries) shall thereafter enter the same, similar or a competitive
(i) business, (ii) course of activities or (iii) location, as applicable.

                                    -4-

      (d) The covenants in this paragraph 3 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant. Moreover, in the event any court of competent jurisdiction shall
determine that the scope, time or territorial restrictions set forth herein are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the court deems reasonable, and this
Agreement shall thereby be reformed.

      (e) All of the covenants in this paragraph 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Executive against the Company or
LandCare USA, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by LandCare USA or the Company of such
covenants. It is specifically agreed that the period of two (2) years following
termination of employment stated at the beginning of this paragraph 3, during
which the agreements and covenants of Executive made in this paragraph 3 shall
be effective, shall be computed by excluding from such computation any time
during which Executive is in violation of any provision of this paragraph 3.

      4.    TERM; TERMINATION; RIGHTS ON TERMINATION.

      (a) The term of this Agreement shall begin on the Effective Date and
continue for five (5) years (the "Term"), unless terminated sooner as herein
provided, and shall continue thereafter on a year-to-year basis on the same
terms and conditions contained herein in effect as of the time of renewal. This
Agreement and Executive's employment may be terminated in any one of the
followings ways:

            (i) TERMINATION AS A RESULT OF EMPLOYEE'S DEATH. The death of
      Executive shall immediately terminate this Agreement with no severance
      compensation due to Executive's estate.

            (ii) TERMINATION ON ACCOUNT OF DISABILITY. If, as a result of
      incapacity due to physical or mental illness or injury, Executive shall
      have been absent from his full-time duties hereunder for six (6)
      consecutive months, then thirty (30) days after receiving written notice
      (which notice may occur before or after the end of such six (6) month
      period, but which shall not be effective earlier than the last day of such
      six (6) month period), the Company may terminate Executive's employment
      hereunder provided Executive is unable to resume his full-time duties with
      or without reasonable accommodation at the conclusion of such notice
      period. Also, Executive may terminate his employment hereunder if his
      health should become impaired to an extent that makes the continued
      performance of his duties hereunder hazardous to his physical or mental
      health or his life, provided that Executive shall have furnished the
      Company with a written statement from a qualified doctor to such effect
      and provided, further, that, at the Company's request made within thirty
      (30) days of the date

                                    -5-

      of such written statement, Executive shall submit to an examination by a
      doctor selected by the Company who is reasonably acceptable to Executive
      or Executive's doctor and such doctor shall have concurred in the
      conclusion of Executive's doctor. In the event this Agreement is
      terminated as a result of Executive's disability, Executive shall receive
      from the Company, in a lump-sum payment due within thirty (30) days of the
      effective date of termination, the base salary at the rate then in effect
      for whatever time period is remaining under the Initial Term (as defined
      below) or for one (1) year, whichever amount is greater; provided,
      however, that any such payments shall be reduced by the amount of any
      disability insurance payments payable to the Executive as a result of such
      disability to the extent such disability insurance is provided by the
      Company or LandCare USA or any of their affiliates.


            (iii) TERMINATION BY THE COMPANY FOR CAUSE. The Company may
      terminate this Agreement immediately for "Cause", which shall be: (1)
      Executive's willful and material breach of this Agreement, which breach
      either cannot be cured or, if capable of being cured, is not cured within
      ten (10) days after receipt of written notice of the need to cure; (2)
      Executive's gross negligence in the performance or intentional
      nonperformance (continuing for ten (10) days after receipt of written
      notice of need to cure) of any of Executive's material duties and
      responsibilities hereunder; (3) Executive's willful dishonesty, fraud or
      misconduct with respect to the business or affairs of the Company or
      LandCare USA; (4) Executive's conviction of a felony crime; or (5)
      Executive's confirmed positive illegal drug test result. In the event of a
      termination for Cause, Executive shall have no right to any severance
      compensation.

            (iv) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. At any time after
      commencement of employment, the Company may terminate Executive's
      employment hereunder without Cause, and Executive may terminate his
      employment hereunder for Good Reason (as defined below), in either case
      effective thirty (30) days after written notice. If Executive is
      terminated by the Company without Cause or if Executive terminates
      Executive's employment hereunder for Good Reason during the first three
      (3) years of the Term (the "Initial Term"), Executive shall receive from
      the Company, in a lump-sum payment due on the effective date of
      termination, the base salary at the rate then in effect for whatever time
      period is remaining under the Initial Term of this Agreement or for one
      (1) year, whichever amount is greater. If Executive is terminated by the
      Company without Cause or should Executive terminate for Good Reason after
      the Initial Term, Executive shall receive from the Company, in a lump-sum
      payment due on the effective date of termination, one year's salary at the
      base salary rate then in effect. Further, any termination without Cause by
      the Company or by the Executive for Good Reason shall operate to shorten
      the period set forth in paragraph 3(a) and during which the terms of
      paragraph 3 apply to one (1) year from the date of termination of
      employment. If Executive resigns or otherwise terminates his employment
      hereunder without Good Reason, Executive shall receive no

                                    -6-

      severence compensation, and the provisions of paragraph 3 hereof shall
      apply. If Executive is terminated by the Company without Cause or if
      Executive terminates his employment hereunder for Good Reason, (1) the
      Company shall make the insurance premium payments contemplated by COBRA
      for a period of 12 months after such termination, and (2) the Executive
      shall be entitled to receive a pro rated portion of any annual bonus to
      which the Executive would have been entitled for the year during which the
      termination occurred had the Executive not been terminated.

      (b) DEFINITION OF "GOOD REASON". Executive shall have "Good Reason" to
terminate this Agreement and his employment hereunder if, without Executive's
consent, (i) Executive is demoted by means of a reduction in authority,
responsibilities, duties or title to a position of materially less stature or
importance within the Company than the position described in Section 1 hereof,
or (ii) the Company breaches this Agreement in any material respect and fails to
cure such breach within ten days after Executive delivers written notice and a
written description of such breach to the Company, which notice shall
specifically refer to this section of this Agreement.

      (c) CHANGE IN CONTROL OF LANDCARE USA. In the event of a "Change in
Control of LandCare USA" (as defined below) during the Initial Term, paragraph
11 below shall apply.

      (d) EFFECT OF TERMINATION. Upon termination of this Agreement for any
reason provided above, Executive shall be entitled to receive all compensation
earned and all benefits and reimbursements due through the effective date of
termination. Additional compensation subsequent to termination, if any, will be
due and payable to Executive only to the extent and in the manner expressly
provided herein. All other rights and obligations of the Company and Executive
under this Agreement shall cease as of the effective date of termination, except
that the Company's obligations under paragraph 8 herein and Executive's
obligations under paragraphs 3, 5, 6, 7 and 9 herein shall survive such
termination in accordance with their terms.

      (e) BREACH BY COMPANY. If termination of Executive's employment arises out
of the Company's failure to pay Executive on a timely basis the amounts to which
Executive is entitled under this Agreement or as a result of any other breach of
this Agreement by the Company, as determined by a court of competent
jurisdiction or pursuant to the provisions of paragraph 15 below, the Company
shall pay all amounts and damages to which Executive may be entitled as a result
of such breach, including interest thereon and all reasonable legal fees and
expenses and other costs incurred by Executive to enforce his rights hereunder.
Further, none of the provisions of paragraph 3 shall apply in the event this
Agreement is terminated as a result of a breach by the Company.

      5. RETURN OF COMPANY PROPERTY. All records, designs, patents, business
plans, financial statements, manuals, memoranda, lists and other property
delivered to or compiled by Executive by or on behalf of the Company, LandCare
USA or their representatives, vendors or customers which pertain to the business
of the Company or LandCare USA shall be and remain the property of the

                                    -7-

Company or LandCare USA, as the case may be, and be subject at all times to
their discretion and control. Likewise, all correspondence, reports, records,
charts, advertising materials and other similar data pertaining to the business,
activities or future plans of the Company or LandCare USA which is collected by
Executive shall be delivered promptly to the Company without request by it upon
termination of Executive's employment.

      6. INVENTIONS. Executive shall disclose promptly to the Company any and
all significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by
Executive, solely or jointly with another, during the period of employment or
within one (1) year thereafter, and which are directly related to the business
or activities of the Company and which Executive conceives as a result of his
employment by the Company. Executive hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, Executive shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.

      7. TRADE SECRETS. Executive agrees that Executive will not, during or
after the Term of this Agreement with the Company, disclose the terms of the
Company's or LandCare USA's relationships or agreements with their respective
vendors or customers or any other significant or material trade secret of the
Company or LandCare USA, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever,
except and only to the extent required by law or legal process following notice
to the Company and LandCare USA.

      8. INDEMNIFICATION. In the event Executive is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by the Company
or LandCare USA against Executive), by reason of the fact that Executive is or
was performing services under this Agreement, then the Company shall indemnify
Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by Executive in
connection therewith to the maximum extent permitted by applicable law. The
advancement of expenses shall be mandatory to the extent permitted by applicable
law. In the event that both Executive and the Company are made a party to the
same third-party action, complaint, suit or proceeding, the Company agrees to
engage counsel, and Executive agrees to use the same counsel, provided that if
counsel selected by the Company shall have a conflict of interest that prevents
such counsel from representing Executive, Executive may engage separate counsel
and the Company shall pay all reasonable attorneys' fees of such separate
counsel. The Company shall not be required to pay the fees of more than one law
firm except as described in the preceding sentence, and shall not be required to
pay the fees of more than two law firms under any circumstances. Executive
cannot be held liable to the Company or

                                    -8-

LandCare USA for errors or omissions made in good faith or where Executive has
not exhibited gross, willful, and wanton negligence in connection with such
conduct, error or omission.

      9. NO PRIOR AGREEMENTS. Executive hereby represents and warrants to the
Company that the execution of this Agreement by Executive and his employment by
the Company and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client or any other person or
entity. Executive hereby indemnifies the Company against any and all liability,
expenses and other costs and amounts incurred by the Company, including, but not
limited to, attorneys' fees and expenses of investigation, as a result of any
claim by any third party that such third party may now have or may hereafter
come to have against the Company based upon or arising out of any
non-competition agreement, invention or secrecy agreement between Executive and
such third party which was in existence as of the date of this Agreement.

      10. ASSIGNMENT; BINDING EFFECT. Executive understands that the Company has
selected Executive for employment by it on the basis of Executive's personal
qualifications, experience and skills. Executive agrees, therefore, that
Executive cannot assign all or any portion of Executive's performance under this
Agreement. Subject to the preceding two (2) sentences and the express provisions
of paragraph 12 below, this Agreement shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective heirs,
legal representatives, successors and assigns.

      11.   CHANGE IN CONTROL.

      (a) Executive understands and acknowledges that LandCare USA and/or the
Company may be merged or consolidated with or into another entity and that such
entity shall automatically succeed to the rights and obligations of LandCare USA
and/or the Company hereunder or that the Company may undergo another type of
Change in Control. In the event such a merger or consolidation or other Change
in Control is initiated prior to the end of the Initial Term, then the
provisions of this paragraph 11 shall be applicable.

      (b) In the event of a pending Change in Control wherein LandCare USA
and/or the Company and Executive have not received written notice at least five
(5) business days prior to the anticipated closing date of the transaction
giving rise to the Change in Control from the successor to all or a substantial
portion of LandCare USA's and/or the Company's business and/or assets that such
successor is willing as of the closing to assume and agree to perform LandCare
USA's and/or the Company's obligations under this Agreement in the same manner
and to the same extent that LandCare USA and/or the Company is hereby required
to perform, then Executive may elect to terminate his employment and shall be
entitled to receive in one lump sum on the effective date of such termination,
an amount equal to three times his annual base salary then in effect, and the
non-competition provisions of paragraph 3 shall apply for a period of one (1)
year from the effective date of termination.

                                    -9-

      (c) In any Change in Control situation, if Executive is terminated by the
Company without Cause at any time during the twelve (12) months immediately
following the closing of the transaction giving rise to the Change in Control,
or Executive terminates for Good Reason at any time during the twelve (12)
months immediately following the closing of the transaction giving rise to the
Change in Control, Executive shall be entitled to receive in one lump sum on the
effective date of such termination an amount equal to three (3) times his annual
base salary then in effect, and the non-competition provisions of paragraph 3
shall apply for a period of one (1) year from the effective date of termination.

      (d) For purposes of applying paragraph 4 under the circumstances described
in (b) and (c) above, the effective date of termination will be the closing date
of the transaction giving rise to the Change in Control and all compensation,
reimbursements and lump-sum payments due Executive must be paid in full by the
Company at or prior to such closing. Further, Executive will be given sufficient
time and opportunity to elect whether to exercise all or any of Executive's
vested options to purchase LandCare USA common stock, such that Executive may
convert the options to shares of LandCare USA common stock at or prior to the
closing of the transaction giving rise to the Change in Control, if Executive so
desires.

      (e) A "Change in Control" shall be deemed to have occurred if:

            (i) any person, other than LandCare USA or an employee benefit plan
      of LandCare USA, acquires directly or indirectly the beneficial ownership
      (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
      amended) of any voting security of the Company and immediately after such
      acquisition such person is, directly or indirectly, the Beneficial Owner
      of voting securities representing 50% or more of the total voting power of
      all of the then-outstanding voting securities of the Company;

            (ii) the following individuals no longer constitute a majority of
      the members of the Board of Directors of LandCare USA: (A) the individuals
      who, as of the closing date of LandCare USA's initial public offering,
      constitute the Board of Directors of LandCare USA (the "Original
      Directors"); (B) the individuals who thereafter are elected to the Board
      of Directors of LandCare USA and whose election, or nomination for
      election, to the Board of Directors of LandCare USA was approved by a vote
      of at least two-thirds (2/3) of the Original Directors then still in
      office (such directors becoming "Additional Original Directors"
      immediately following their election); and (C) the individuals who are
      elected to the Board of Directors of LandCare USA and whose election, or
      nomination for election, to the Board of Directors of LandCare USA was
      approved by a vote of at least two-thirds (2/3) of the Original Directors
      and Additional Original Directors then still in office (such directors
      also becoming "Additional Original Directors" immediately following their
      election);

                                    -10-

            (iii) the stockholders of LandCare USA shall approve a merger,
      consolidation, recapitalization, or reorganization of LandCare USA, a
      reverse stock split of outstanding voting securities, or consummation of
      any such transaction if stockholder approval is not obtained, other than
      any such transaction which would result in at least 75% of the total
      voting power represented by the voting securities of the surviving entity
      outstanding immediately after such transaction being Beneficially Owned by
      at least 75% of the holders of outstanding voting securities of LandCare
      USA immediately prior to the transaction, with the voting power of each
      such continuing holder relative to other such continuing holders not
      substantially altered in the transaction;

            (iv) the stockholders of LandCare USA shall approve a plan of
      complete liquidation of LandCare USA or an agreement for the sale or
      disposition by LandCare USA of 50% or more of the total assets of LandCare
      USA; or

            (v) LandCare USA shall approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of 50%
      or more of the total assets of the Company.

      (f) If it shall be determined that any payment or distribution by LandCare
USA or the Company or any other person to or for the benefit of the Executive (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Excise Tax"), as a result of the
termination of employment of the Executive in the event of a Change in Control,
then the Company, LandCare USA or the successor to LandCare USA shall pay an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by the Executive of all taxes, including, without limitation, any income taxes
and Excise Tax imposed on the Gross-Up Payment, the Executive retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed on the Payments. Such
amount will be due and payable by the Company, LandCare USA or the successor to
LandCare USA within ten (10) days after the Executive delivers written request
for reimbursement accompanied by a copy of the Executive's tax return(s) showing
the Excise Tax actually incurred by the Executive.

      12. COMPLETE AGREEMENT. This Agreement sets forth the entire agreement of
the parties hereto relating to the subject matter hereof and supersedes any
other employment agreements or understandings, written or oral, between the
Company and Executive. This Agreement is not a promise of future employment.
Executive has no oral representations, understandings or agreements with the
Company or any of its officers, directors or representatives covering the same
subject matter as this Agreement. This written Agreement is the final, complete
and exclusive statement and expression of the agreement between the Company and
Executive and of all the terms of this Agreement, and it cannot be varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or
written

                                    -11-

agreements. This written Agreement may not be later modified except by a further
writing signed by a duly authorized officer of the Company and Executive, and no
term of this Agreement may be waived except by writing signed by the party
waiving the benefit of such term.

      13. NOTICE. Whenever any notice is required hereunder, it shall be given
in writing addressed as follows:

      To the Company:         ________________________
                              ________________________
                              ________________________
                              ________________________

           with a copy to:    General Counsel
                              LandCare USA, Inc.
                              Xxxxx Xxxxxxxx, Xxxxx 000
                              Xxxxxxx, Xxxxx  00000
                              Telephone:  713/000-0000
                              Fax:  713/000-0000

      To Executive:           ________________________
                              ________________________

Notice shall be deemed given and effective on the earlier of three (3) days
after the deposit in the U.S. mail of a writing addressed as above and sent
first class mail, certified, return receipt requested, or when actually received
by means of hand delivery or delivery by Federal Express or other courier
service. Either party may change the address for notice by notifying the other
party of such change in accordance with this paragraph 13.

      14. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.

      15. ARBITRATION. With the exception of the provisions hereof providing for
enforcement by means of equitable remedies, any unresolved dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration, conducted before a panel of three (3) arbitrators in
Houston, Texas, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association ("AAA") then in
effect, provided that the parties may agree to use arbitrators other than those
provided by the AAA. The arbitrators

                                    -12-

shall not have the authority to add to, detract from, or modify any provision
hereof nor to award punitive damages to any injured party. A decision by a
majority of the arbitration panel shall be final and binding. Judgment may be
entered on the arbitrators' award in any court having jurisdiction. The direct
expenses of any arbitration proceeding shall be borne by the Company; however,
each party shall be responsible for payment of its counsel fees and related
expenses. The arbitrator shall, however, have the right and discretion to award
counsel fees and expenses (including reasonable travel expenses) to either party
as part of the arbitrator's final judgment.

      16. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State in which the Company's headquarters are
located on the date hereof as shown in the Company's address for notices set
forth in Section 13 hereof.

      17. COUNTERPARTS. This Agreement may be executed simultaneously in two (2)
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written, but effective as of the Effective Date.

                                    [                   ]



                                    By: _____________________________
                                       [                            ]
                                       President




                                    EXECUTIVE



                                    _________________________________
                                    [Name]

                                    -13-


                                    LANDCARE USA, INC.




                                    By: _____________________________

                                    -14-