JUNIOR SUBORDINATED CONVERTIBLE NOTE

Exhibit 10.2

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS SECURITY IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND TO CERTAIN SET OFF RIGHTS AS SET FORTH HEREIN. THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE (INCLUDING IN RIGHT AND TIME OF PAYMENT) TO SENIOR DEBT (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN SECTION 8 HEREOF.

THE BRICKMAN GROUP, LTD.

8.00% JUNIOR SUBORDINATED CONVERTIBLE NOTE

For value received and intending to be legally bound, THE BRICKMAN GROUP, LTD., a Delaware corporation (the “Company”), hereby promises to pay to the order of Groundmasters, Inc., an Ohio corporation (the “Holder”), the principal sum of Five Million Dollars ($5,000,000), and to pay interest on the principal amount of this Note at the rate of eight percent (8.00%) per annum, such principal and interest to be payable at the times and in the manner hereinafter set forth.

This Note is issued pursuant to an Asset Purchase Agreement, dated as of the date hereof (as may be amended and modified from time to time, the “Asset Purchase Agreement”), by and among the Company, Brickman Bengals, LLC, a Delaware limited liability company, the Holder, Groundmasters, LLC, an Ohio limited liability company (the “GM Subsidiary”) and Stockholder. Payment of this Note is subject to the terms and conditions of the Asset Purchase Agreement, the terms of which are incorporated herein by reference as if fully set forth at length herein.

1. Interest . This Note shall bear interest on the unpaid principal amount at a rate per annum equal to eight percent (8.00%). Interest shall cease to accrue on the Conversion Notice Date. Accrued but unpaid interest hereon shall be payable in arrears on the Maturity Date or, if applicable, as provided in Section 4 or Section 7.3.

2. Method of Payment . The Company shall pay interest and principal on this Note to Holder by a wire transfer of immediately available funds to the account or accounts specified by the Holder in writing provided to the Company at least two (2) Business Days before any payment date.

The Company shall pay all principal and interest payments required to be paid in cash in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

If the date of an interest or principal payment is not a Business Day, payment may be made at that place on the next succeeding Business Day, and no interest on the amount

payable shall accrue for the intervening period. Interest under this Note shall be calculated on the basis of a 365-day year and actual days elapsed from and including the date of issuance until and including the date immediately preceding the date of any payment.

3. Repayment . Subject to Sections 4, 7 and 8 hereof, the principal on this Note together with accrued but unpaid interest hereon shall be due and payable and shall be repaid in full on the last day of the Conversion Period (such date being the “Maturity Date”).

4. Prepayment . In connection with a Change of Control or Recapitalization, the Company may voluntarily prepay the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, without the payment of any premium or penalty provided that the Note may not be prepaid sooner than 9:00 a.m. New York City time, on the eighth Business Day after written notice of intention to prepay is given to the Holder (“Prepayment Notice”). If in connection with such prepayment Holder elects to exercise the Conversion Right in accordance with Section 7 hereof, only the accrued and unpaid interest on this Note as of the Conversion Notice Date shall be paid to Holder, and the unpaid principal balance of this Note shall be deemed repaid in full upon the consummation of a conversion pursuant to Section 7.

5. Offset . Holder and Stockholder have made certain representations, warranties, covenants and indemnities set forth in the Asset Purchase Agreement. Holder agrees that in addition to any other remedy that the Company may have available at law or equity, subject to and in accordance with the terms of the Asset Purchase Agreement, the Company may offset any Losses (as defined in the Asset Purchase Agreement) against any amounts due or outstanding under this Note (whether this Note is held by the Holder or any other Person) if such Losses are determined to be due to Buyer or the Company by a final non-appealable order of a court of competent jurisdiction. In such event, any unpaid principal balance of this Note and any accrued but unpaid interest thereon shall be deemed to be paid up to the full amount of any such Losses for all purposes of this Note, including without limitation for purposes of determining the amount of Brickman Equity issuable upon exercise of the Conversion Right.

6. Transfer .

6.1. Restrictions on Transfer . The Holder of this Note may not sell, assign or transfer this Note or any portion hereof; provided however, that the Holder of this Note may sell, transfer or assign this Note or any portion hereof at any time to (a) Stockholder or to any trust for the benefit of Stockholder or (b) any spouse or descendant (natural or adopted) of Stockholder or any trust for the benefit of any spouse or descendant of Stockholder; provided in each case the proposed transferee agrees with the Company in writing to be bound by this Note as if the original Holder hereof. Any purported transfer or assignment in violation of this Section 6 shall be without force or effect and void ab initio .

6.2. Transfer Procedures . When this Note is presented to the Company with a request to transfer all or any portion thereof and such transfer is permitted by Section 6.1 hereof, or if a Holder wishes to exchange this Note for an equal principal amount of Notes of other denominations, the Company shall make the transfer or exchange as requested, and issue replacement Notes of the same tenor as this Note to the appropriate parties; provided, however, that if this Note is presented or surrendered for transfer or exchange it shall be duly endorsed or be accompanied by a written instrument of transfer duly executed by the Holder or his attorney duly authorized in writing.

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7. Conversion Right . This Note shall be convertible into Brickman Equity on the terms and conditions set forth in this Section 7.

7.1. Conversion Right . During (but not after the expiration of) the Conversion Period, Holder shall have the right to convert all (but not less than all) of the outstanding principal amount of this Note (as it may be reduced from time to time in accordance with Section 5) (the “Conversion Amount”) into Brickman Equity at the Conversion Price (such right being the “Conversion Right”), provided , however , that Holder shall not be entitled to exercise such Conversion Right unless Holder executes and delivers any shareholder agreements then in effect or to be executed in connection with the Change of Control or Recapitalization applicable to management investors holding equity of the Issuer so long as such shareholder agreements have been provided to the Holder prior to the end of the Conversion Period.

7.2. Conversion Rate . The Brickman Equity issuable upon conversion of any Conversion Amount pursuant to Section 7.1 shall be determined by dividing (x) by (y) where (x) is the Conversion Amount and (y) is the Conversion Price.

7.3. Mechanics of Conversion . Subject to the terms and conditions hereof, the Holder shall effect the conversion of this Note as set forth above by the surrender to the Company or its successor, during (but not after the expiration of) the Conversion Period of this Note, duly endorsed for transfer to the Company, and written notice of its election to exercise the Conversion Right substantially in the form of Exhibit A hereto (the date on which the Company receives such Note and written notice as herein provided, being the “Conversion Notice Date”). If Holder elects to exercise the Conversion Right in accordance with this Section 7, the outstanding principal balance of this Note shall be deemed repaid in full as of the Conversion Notice Date and the Company shall pay the accrued and unpaid interest on this Note as of the Conversion Notice Date to Holder in cash within ten (10) Business Days after the Conversion Notice Date.

7.4. Holder Status . The Holder shall not be entitled to any rights as an equity holder of the Company or the Issuer, unless and until the Conversion Right is exercised in accordance with this Section 7 and then only in accordance with this Section 7.

7.5. Issuance of Brickman Equity . The Brickman Equity to be issued upon the conversion of this Note shall be validly issued, fully paid and non assessable and free of any security interest or other adverse claims or encumbrances and free of claims of pre emptive rights. Holdings shall pay all issuance taxes and similar governmental charges that may be imposed in respect of the issue or delivery thereof.

7.6. No Impairment . Holdings will not, by amendment or restatement of its certificate of incorporation or by-laws or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the conversion rights of the Holder.

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7.7. Reservation of Securities . Holdings shall at all times reserve and keep available for issue upon the conversion of this Note such number of its authorized but unissued securities constituting the Brickman Equity as will be sufficient to permit the conversion in full of this Note.

8. Subordination .

8.1. Subordination . The Company, for itself and its successors, and the Holder, by its acceptance thereof, agrees that this Note is and shall be subordinated in right of payment, to the extent and in the manner provided in this Section 8, to the prior payment in full of all obligations pursuant to Senior Debt. For the purposes of this Note, Senior Debt shall not be deemed to have been paid in full until the holders or owners of the Senior Debt shall have indefeasibly received payment of all obligations arising with respect to such Senior Debt in cash. This Section 8 shall constitute a continuing offer to all persons who, in reliance upon such provisions, become holders of, or continue to hold, Senior Debt, and such provisions are made for the benefit of the holders of Senior Debt, and such holders are made obligees hereunder and any one or more of them may enforce such provisions.

8.2. Dissolution; Liquidation; Bankruptcy . Upon any payment or distribution of all or any of the assets or securities of the Company of any kind or character upon any dissolution, winding up, liquidation, reorganization, arrangement, adjustment, protection, relief or other similar case or proceeding under any federal or state bankruptcy or similar law (whether voluntary or involuntary, in bankruptcy, insolvency, receivership, arrangement, reorganization or relief proceedings or upon any assignment for the benefit of creditors or any marshaling of the assets and liabilities of the Company or otherwise) (the foregoing being a “Reorganization”):

(a) all Senior Debt shall first be entitled to be paid in full in cash or cash equivalents before the Holder is entitled to receive any payment on account of this Note; and

(b) any payment or distribution in respect of this Note to which the Holder would be entitled except for the provisions of this Section 8, shall be paid by the Company, the liquidating trustee or agent or other person making such payment or distribution directly to the holders of the Senior Debt or their representative or to the trustee under any indenture or other agreement (if any) pursuant to which Senior Debt may have been issued (in any event, in order of priority from highest to lowest), as the case may be, for application (in the case of cash, or as collateral in the case of non-cash property or securities) for, the payment or prepayment in full of all Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution (in the case of cash) to the holders of such Senior Debt.

8.3. Specific Powers in Reorganization . In any proceedings with respect to any Reorganization, the Holder irrevocably authorizes the Representative or if there is more than one Representative, the Representative of the Senior Debt with the highest priority:

(a) to prove (by filing proofs of claim or otherwise) and enforce, demand, sue for, collect on and receive payment in respect of any claims on this Note owed by the Company to the Holder either in the name of the Representative or in the name of the Holder as the attorney-in-fact of the Holder;

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(b) to vote (which vote Holder shall not be entitled to change or withdraw) claims arising from this Note and to accept or reject on behalf of the Holder any plan proposed in connection with any such Reorganization;

(c) to accept and execute receipts for any payment or distribution made with respect to this Note and to apply such payment or distribution to the payment of this Note; and

(d) to take any action and to execute any instruments necessary to effectuate the foregoing, either in the name of the Representative or in the name of the Holder as the attorney-in-fact of the Holder.

No holder of Senior Debt shall be required to take any action described in clauses (a) through (d) above, provided the applicable authorized holder of Senior Debt may do so at its election.

8.4. Default .

(a) In the event that any Senior Debt Payment Default shall have occurred and be continuing, unless and until such Senior Debt Payment Default shall have been cured or waived in writing, then no payment shall be made by or on behalf of the Company for or on account of this Note, and the Holder shall not take or receive from the Company, directly or indirectly, in cash or other property, payment for all or any of this Note (except the Holder may receive any Indebtedness which is subordinated to at least the same extent as this Note is to (x) Senior Debt and (y) any securities issued in exchange for Senior Debt).

(b) In addition, upon the occurrence of a Senior Debt Non-Payment Default, no payment shall be made by or on behalf of the Company for or on account of this Note, and the Holder shall not take or receive from the Company, directly or indirectly, in cash or other property, payment of all or any of this Note (except the Holder may receive any Indebtedness which is subordinated to at least the same extent as this Note is to (x) Senior Debt and (y) any securities issued in exchange for Senior Debt) during the period (the “Payment Blockage Period”) commencing on the date of receipt by the Company of a written notice from the Representative of Specified Senior Debt of such Senior Debt Non-Payment Default and extending unless and until the earliest of (a) such Payment Blockage Period shall have been terminated by written notice to the Company or the Holder from the Representative of the Specified Senior Debt, (b) such Senior Debt Non-Payment Default shall have been cured or waived in writing or shall have ceased to exist or such Specified Senior Debt shall have been paid in full in cash or cash equivalents and all commitments to lend in respect thereof shall have been terminated or (c) more than 179 days shall have elapsed since the receipt of such written notice by the Company from the Representative regarding such Senior Debt Non-Payment Default, after which, in the case of clauses (a), (b) and (c), the Company shall resume payments and distributions in respect of this Note, including any missed payments. Notwithstanding any other provision of this Note, in no event shall a Payment Blockage Period commenced in

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accordance with the provisions of this Note described in this paragraph extend beyond 179 days from the date of receipt by the Company of the notice referred to above (the “Initial Blockage Period”). Any number of additional Payment Blockage Periods may be commenced during the Initial Blockage Period, provided, however, that no such additional Payment Blockage Period shall extend beyond the Initial Blockage Period. After the expiration of the Initial Blockage Period, no Payment Blockage Period may be commenced until at least 190 days have elapsed from the last day of the Initial Blockage Period. Notwithstanding any other provision of this Note, no Senior Debt Non-Payment Default which existed or was continuing on the date of commencement of any Payment Blockage Period initiated by the Representative shall be, or be made, the basis for the commencement of a second Payment Blockage Period initiated by the Representative, whether or not within the Initial Blockage Period, unless such Senior Debt Non-Payment Default shall have been cured or waived for a period of not less than 180 consecutive days.

(c) Payments Held in Trust . If, notwithstanding the foregoing provisions of this Section 8, any payment or distribution of the assets of the Company or any of its present or future Subsidiaries of any kind or character shall be received, by way of set-off or otherwise, by the Holder at a time when such payment or distribution is prohibited by this Section 8, and before all Senior Debt is paid in full, such payment or distribution and the amount of any such set-off shall be held in trust by the Holder and promptly paid over to the Representative (who shall have the right to convert any such assets into cash) for application to the payment of Senior Debt until all such Senior Debt shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of Senior Debt.

(d) Notice of Senior Debt Defaults to Holder . The Company shall advise the Holder in writing of the occurrence of any Senior Debt Payment Default or Senior Debt Non-Payment Default within seven (7) Business Days of the Company’s actual knowledge of the occurrence thereof.

(e) In addition to the limitations set forth in Sections 8.4(a) and 8.4(b) above, no payment shall be made by or on behalf of the Company for or on account of this Note, and the Holder shall not take or receive from the Company, directly or indirectly, in cash or other property (other than Brickman Equity issued upon Conversion of this Note), payment of all or any of this Note, if, after giving effect to such payment and the borrowing of any Indebtedness on the date thereof, either (i) the Company shall fail to be in compliance with the financial covenants set forth in the agreements governing Specified Senior Debt calculated for the most recently ended fiscal quarter or a pro forma basis after giving effect to such payment and any such borrowing of Indebtedness or (ii) the Maximum Revolving Loan Balance (as defined in the Credit Agreement) does not exceed the outstanding principal balance of Revolving Loans (as defined in the Credit Agreement) by $5,000,000 or more. The Company shall certify to the Representative in writing compliance with the foregoing prior to making payment on account of this Note.

8.5. Restrictions on Acceleration . No Holder may without the prior written consent of the Representative and the representative of the holders of any Specified Senior Debt, (a) accelerate the maturity of, or institute proceedings to enforce against the Company, this Note notwithstanding any term or provision to the contrary contained herein or in any agreement or

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instrument relating hereto (provided that the Holder shall not be prohibited from instituting proceedings seeking equitable relief from a breach by the Company of Section 7 hereof) or (b) commence or join with any other creditor or creditors of the Company in commencing any proceeding against the Company seeking to effect a Reorganization of the Company unless and until (i) the expiration of 180 days from the date the Holder provides notice to each such Representative that a default has occurred under this Note and that the Holder desires to take action against the Company as a consequence thereof, unless such default giving rise thereto, has been earlier cured or waived, (ii) the acceleration by the Representative or any holder of any Specified Senior Debt, (iii) the commencement of any foreclosure action available to the holders of Specified Senior Debt against all or a material portion of the assets of the Company, (iv) the payment in full, in cash or cash equivalents, of all Senior Debt and the termination of all commitments to extend credit pursuant to the Credit Agreement or (v) the occurrence of any event set forth in Section 9.1(e) or (f).

8.6. Holder to be Subrogated to Rights of Holders of Senior Debt . Upon payment in full in cash or cash equivalents of all obligations arising with respect to Senior Debt and the termination of all commitments to extend credit pursuant to the Credit Agreement, the Holder shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of assets of the Company applicable to the Senior Debt until this Note shall be paid in full, and for the purpose of such subrogation no such payments or distributions to the holders of Senior Debt by or on behalf of the Company or by or on behalf of the Holder by virtue of this Section 8 which otherwise would have been made to the Holder shall, as among the Company, its creditors other than the holders of Senior Debt and the Holder, be deemed to be paym