<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
    
                                 FORM 10-QSB/A      



(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---                                                                          
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996.
                                               ---------------


    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                                               ----------------


COMMISSION FILE NUMBER..................................0-15227



                             THE DWYER GROUP, INC.
--------------------------------------------------------------------------------
       (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

Delaware                                                              73-0941783
--------                                                              ----------
(STATE OR OTHER JURISDICTION                                   (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)




                 1010 N. University Parks Dr., Waco, TX  76707
                 ---------------------------------------------
             (ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)


                                (817)  745-2400
                                ---------------
               (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)


--------------------------------------------------------------------------------
             (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, 
                         IF CHANGED SINCE LAST REPORT)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.    Yes  X   No
                                                                 ---     

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


<TABLE>
<S>                                                <C>
           Class                                   Outstanding at April 30, 1996
------------------------------                     -----------------------------
Common stock, $.10 par value                                           7,113,127
</TABLE>


TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):  Yes         No  X 
                                                                ---        --- 
<PAGE>
 
                             THE DWYER GROUP, INC.

                                     INDEX




<TABLE>
<CAPTION>
PART I  -  FINANCIAL INFORMATION                                              PAGE NO.
<S>                                                                           <C> 
                                                                              
    Item 1.  Financial Statements                                             
    ------                                                                    
                                                                              
             Consolidated Balance Sheets as of March 31, 1996  (unaudited)    
             and December 31, 1995........................................         3-4
                                                                              
             Consolidated Statements of Income for the Three Months       
             Ended March 31, 1996 and 1995 (unaudited)....................           5
                                                                              
             Consolidated Statements of Cash Flows for the Three Months       
             Ended March 31, 1996 and 1995 (unaudited)....................       6 - 7
                                                                              
             Notes to Consolidated Financial Statements...................           8
                                                                              
                                                                              
    Item 2.  Management's Discussion and Analysis of Financial                
             Condition and Results of Operations..........................      9 - 10
                                                                              
                                                                              
PART II  -  OTHER INFORMATION                                                 
                                                                              
    Item 1.  Legal Proceedings............................................          11
                                                                              
    Item 2.  Changes in Securities........................................          11
                                                                              
    Item 3.  Defaults Upon Senior Securities..............................          11
                                                                              
    Item 4.  Submission of Matters to a Vote of Security Holders..........          11
                                                                              
    Item 5.  Other Information............................................          11
                                                                              
    Item 6.  Exhibits and Reports on Form 8-K.............................          11
 
</TABLE>



                                       2
<PAGE>
 
                     THE DWYER GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                     ASSETS
<TABLE>    
<CAPTION>
 
                                                                (UNAUDITED)  DECEMBER 31,
                                                                 MARCH 31,      1995 
                                                                   1996     RESTATED NOTE 4
                                                                ----------- ---------------
<S>                                                             <C>         <C>
       CURRENT ASSETS:
        Cash and cash equivalents                               $ 3,330,730   $ 3,446,166
        Short-term investments                                    1,000,000     1,000,000
        Trade accounts receivable, net of allowance for
            doubtful accounts of $543,338 and $491,613,
            respectively                                            934,124       696,389
        Accounts receivable from related parties                  1,026,069       825,029
        Accrued interest receivable                                 180,085       150,748
        Trade notes receivable, current portion                     507,950       826,418
        Inventories                                                 168,007       136,728
        Prepaid expenses                                            209,821       148,854
        Federal income tax receivable                               275,362       646,641
                                                                -----------   -----------
       TOTAL CURRENT ASSETS                                       7,632,148     7,876,973

       ACCOUNTS RECEIVABLE FROM
       RELATED PARTIES, long term portion                            97,916        97,916

       PROPERTY AND EQUIPMENT, at cost less
         accumulated depreciation                                 1,467,447     1,472,863

       ASSETS HELD FOR SALE                                         164,975       398,651

       TRADE NOTES RECEIVABLE, long-term portion,
         net of allowance for doubtful notes of $859,334 and
         $855,849,  respectively                                  5,024,410     4,478,071

       PURCHASED FRANCHISE RIGHTS, at cost less
         accumulated amortization of $369,198 and $331,466,
         respectively                                             1,299,786     1,306,456

       PATENTS AND TRADEMARKS, at cost less
         accumulated amortization of $27,177 and $24,150,           117,155       139,160
         respectively
 
       NOTES RECEIVABLE FROM RELATED PARTIES                        649,412       653,403

       INVESTMENT, equity method                                    418,379       428,423

       NET DEFFERED TAX ASSET                                       217,005       217,005
 
       OTHER ASSETS                                                 301,575       199,778
                                                                -----------   -----------

       TOTAL ASSETS                                             $17,390,208   $17,268,699
                                                                ===========   ===========
</TABLE>      


   The accompanying notes are an integral part of the consolidated financial
                                  statements.
                                        

                                       3
<PAGE>
 
                     THE DWYER GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (CONTINUED)
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>    
<CAPTION>
                                                                        (UNAUDITED)    
                                                                         MARCH 31,     DECEMBER 31, 1995 
                                                                               1996     RESTATED NOTE 4
                                                                       ------------    -----------------
<S>                                                                    <C>             <C>
                                                                                     
       CURRENT LIABILITIES:                                                          
                                                                                     
          Trade accounts payable                                       $   834,982           $   883,307
          Accounts payable to related parties                              256,650               222,227
          Accrued liabilities                                            1,169,409             1,208,409
          Other payables                                                    72,772                67,759
          Current portion of notes payable and capital                               
            lease obligations                                              226,141               252,289
                                                                       -----------           -----------
                                                                                     
       TOTAL CURRENT LIABILITIES                                         2,559,954             2,633,991
                                                                                     
       NOTES PAYABLE, less current portion                                 388,937               276,677
                                                                                     
       DEFERRED FRANCHISE SALES REVENUE                                  2,364,169             2,652,057
                                                                                     
       FRANCHISE FUNDS HELD FOR ADVERTISING                                394,780               318,447
                                                                       -----------           -----------
       TOTAL LIABILITIES                                                 5,707,840             5,881,172
                                                                                     
       STOCKHOLDERS' EQUITY:                                                         
          Preferred stock, $1 par value - shares authorized,                     -                     -           
            500,000; outstanding, none                                               
          Common stock, authorized 15,000,000 shares of                              
            $.10 par value; issued 7,235,552 shares at                               
            March 31, 1996 and December 31, 1995, respectively             723,556               723,556
          Additional paid-in capital                                     8,941,029             8,941,029
          Retained earnings                                              2,532,800             2,237,959
          Note receivable from shareholder                                (418,896)             (418,896)
          Treasury stock, at cost (122,425 shares at March 31, 1996                  
            and December 31, 1995, respectively)                           (96,121)              (96,121)
                                                                       -----------           -----------
                                                                                     
       TOTAL STOCKHOLDERS' EQUITY                                       11,682,368            11,387,527
                                                                       -----------           -----------
                                                                                     
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $17,390,208           $17,268,699
                                                                       ===========           ===========
 
</TABLE>      



   The accompanying notes are an integral part of the consolidated financial
                                  statements.


                                       4
<PAGE>
 
                     THE DWYER GROUP, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>    
<CAPTION>
 
 
                                             THREE MONTHS ENDED MARCH 31,
 
                                                      1996           1995
                                                ----------     ----------
<S>                                             <C>            <C>
 
REVENUES:
  Royalty income                                $1,734,385     $1,436,108
  Franchise sales                                1,097,848      1,350,868
  Tax services                                     333,586        325,574
  Product sales                                    250,987        181,950
  Interest and other, net                          362,055        309,367
                                                ----------     ----------
                                                 3,778,861      3,603,867
                                                             
COSTS AND EXPENSES:                                          
  Cost of product sales                            129,313         69,768
  Cost of tax services                             279,753        368,449
  General, administrative, selling               2,774,623      2,404,196
  Depreciation and amortization                    123,233         96,438
  Interest                                          17,707         26,334
                                                ----------     ----------
                                                 3,324,629      2,965,185
                                                             
Income before provision for federal
  income taxes                                     454,232        638,682
Provision for federal income taxes                 159,391        210,903
                                                ----------     ----------
                                                             
Net income                                      $  294,841     $  427,779
                                                ==========     ==========
                                                             
                                                             
Income per common and dilutive share:                        
  Income before federal income taxes            $      .06            .09
  Provision for federal income taxes                  (.02)          (.03)
                                                ----------     ----------
                                                             
Net income per share                            $      .04     $      .06
                                                ==========     ==========
                                                             
Weighted average common and dilutive common                  
 equivalent shares outstanding                   7,456,806      7,468,119
                                                ==========     ==========
 
</TABLE>      



   The accompanying notes are an integral part of the consolidated financial
                                   statements.



                                       5
<PAGE>
 
                     THE DWYER GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>    
<CAPTION>
 
 
                                                            THREE MONTHS ENDED MARCH 31,
                                                            ----------------------------
                                                                    1996            1995
                                                              ----------      ----------
<S>                                                          <C>             <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                     $ 294,841       $ 427,779
  Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
    Depreciation and amortization                                122,144          88,082
    Provision for doubtful accounts and notes
      receivable                                                  18,647        (163,531)
    Notes receivable written off                                  78,961         159,494
    Income recognized from sales previously deferred            (340,486)       (343,659)
    Sales of franchises for installment notes receivable        (613,746)       (736,695)
    Payments received on notes receivable                        529,017         595,144
    Sales of  franchises on which revenues were deferred          55,685         322,561
    Equity in earnings of investment                              10,495           1,740
    Other                                                          5,001          19,041
    Change in assets and liabilities:
    Accounts receivable                                         (252,897)        (48,344)
    Accrued interest receivable                                  (29,337)        (20,051)
    Inventories                                                  (31,279)        (19,131)
    Prepaid expenses                                             (60,967)       (195,360)
    Federal income tax receivable                                371,279               -
    Other assets                                                (101,797)              -
    Deferred tax asset and liability                                   -          63,476
    Accounts payable and accrued liabilities                    (141,664)       (305,948)
    Accounts payable to related parties                           34,423               -
    Income tax payable                                                 -        (162,848)
    Other payables                                                 5,014          (2,483)
    Franchisee funds held for advertising                         76,333          10,702
                                                              ----------      ----------

Net cash provided by (used in) operating activities               29,667        (310,031)
                                                              ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of property and equipment                            (69,906)       (200,053)
  Payments for patents and trademarks                            (12,084)          4,877
  Net change in notes and accounts receivable
    from related parties                                        (197,049)       (218,167)
  Acquisition of equity investment                                (6,514)              -
  Acquisition of assets held for sale                                  -          70,333
  Payments on notes receivable other                                   -           3,680
                                                              ----------      ----------
    Net cash used in investing activities                       (285,553)       (339,330)
</TABLE>      


   The accompanying notes are an integral part of the consolidated financial
                                   statements



                                       6
<PAGE>
 
                     THE DWYER GROUP INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                  (CONTINUED)


<TABLE>     
<CAPTION>

                                                                  THREE MONTHS ENDED MARCH 31,
                                                                  ----------------------------
                                                                       1996               1995
                                                                  ---------          ---------    
<S>                                                             <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from debt issued                                        274,009                  -
   Principal payments of debt                                      (133,559)           (47,572)
   Purchase of treasury stock                                             -           (171,906)
                                                                 ----------         ----------

       Net cash provided by (used in) financing activities          140,450           (219,478)
                                                                 ----------         ----------

Net decrease in cash and cash equivalents                          (115,436)          (868,839)
                                                                 ----------         ----------

Cash and cash equivalents, at beginning of year                   3,446,166          4,819,795
                                                                 ----------         ----------

Cash and cash equivalents, at March 31                           $3,330,730         $3,950,956
                                                                 ==========         ==========

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING ACTIVITIES:
   Additions to notes receivable from sales of 
     assets held for sale                                        $  228,000                  - 
</TABLE>      




   The accompanying notes are an integral part of the consolidated financial
                                   statements



                                       7
<PAGE>
 
                     THE DWYER GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



       NOTE 1.     BASIS OF PRESENTATION

       A.   PRINCIPLES OF CONSOLIDATION
            ---------------------------

       The accompanying consolidated financial statements include The Dwyer
       Group, Inc. and its subsidiaries (the "Company").  All significant
       intercompany balances and transactions have been eliminated.

       B.   INTERIM DISCLOSURES
            -------------------

       The information as of March 31, 1996 and for the three months ended March
       31, 1996 and 1995 is unaudited, but in the opinion of management,
       reflects all adjustments, which are of a normal recurring nature,
       necessary for a fair presentation of financial position and results of
       operations for the interim periods.  The accompanying consolidated
       financial statements should be read in conjunction with the consolidated
       financial statements and notes thereto contained in the Company's Annual
       Report on Form 10-K for the fiscal year ended December 31, 1995.

       The results of operations for the three months ended March 31, 1996 are
       not necessarily indicative of the results to be expected for the fiscal
       year ending December 31, 1996.

       C.   RECLASSIFICATIONS
            -----------------

       Certain reclassifications have been made to the 1995 consolidated
       financial statements to conform to the presentation used in the 1996
       consolidated financial statements.  These reclassifications had no effect
       on stockholders' equity or net income.



       NOTE 2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       A.   EARNINGS PER COMMON SHARE
            -------------------------

       Earnings per share of common stock is computed by dividing net income by
       the weighted average number of shares and common equivalent shares
       outstanding during each of the periods.  Earnings per share include the
       dilutive effect of unexercised stock options and warrants.

       NOTE 3.     RECENT ACCOUNTING STANDARDS

       Statement of Financial Accounting Standards No. 121, "Accounting for the
       Impairment of Long-lived Assets and for Long-lived Assets to be Disposed
       Of" is required to be implemented for fiscal years beginning after
       December 15, 1995.  Accordingly, the Company is implementing this
       pronouncement during the fiscal year ending December 31, 1996.  The
       effect of this pronouncement on the Company's consolidated financial
       condition and results of operations is not considered to be material.
    
       NOTE 4.     PRIOR PERIOD ADJUSTMENT AND RESTATEMENT OF PREVIOUSLY ISSUED 
                   FINANCIAL RESULTS

       In connection with the December 31, 1996 year end accounting closing and
       subsequent analyses performed, it was determined that an error had been
       made relating to the carrying value of certain nonoperating individual
       franchises and regional franchises held for sale at December 31, 1995 and
       at March 31, 1996. Accordingly, the Company has restated its previously
       issued consolidated financial statements for the year ended December 31,
       1995 to correct the error. The adjustments to these assets reduced
       previously reported total assets at December 31, 1995 by $571,445,
       reduced assets held for resale by $788,450, reduced liabilities by
       $58,147, reduced retained earnings by $513,298 and increased the
       previously reported net loss for the year ended December 31, 1995 by
       $513,298. The net loss per share for the year ended December 31, 1995
       increased by $.07 per share.

       The Company has amended its previously issued March 31, 1996 10-QSB to
       incorporate the restated consolidated balance sheet for the year ended
       December 31, 1995 and to correct the Company's previously reported
       consolidated financial statements for the quarter ended March 31, 1996
       and to correct the aforementioned error, which also applied to the
       carrying values of certain nonoperating franchises held for sale during
       fiscal 1996.
       
       The effect of the adjustments relating to the activities and results for
       the quarter ended March 31, 1996 (subsequent to the restated balance
       sheet adjustments at December 31, 1995, as stated in the first paragraph
       above) reduced previously reported assets by $148,688, reduced
       liabilities by $126,632 and reduced previously reported net income for
       the quarter ended March 31, 1996 by $22,056. The net income per share for
       the quarter ended March 31, 1996 remained $.04 per share as previously
       reported.     
                                       8
<PAGE>
 
       THE DWYER GROUP, INC. AND SUBSIDIARIES

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

       LIQUIDITY AND CAPITAL RESOURCES
       -------------------------------
    
       The Company's working capital ratio was approximately 3.0 to 1 at March
       31, 1996, and December 31, 1995, respectively. In addition, the Company
       had working capital of approximately $5,072,000 at March 31, 1996 as
       compared to approximately $5,243,000 at December 31, 1995. For the
       remainder of fiscal 1996 management expects to fund working capital
       requirements primarily through operating cash flow. At March 31, 1996 and
       December 31, 1995, the Company had cash and cash equivalents of
       $3,331,000 and $3,446,000, respectively.       
 
       Net trade accounts receivable increased approximately $238,000 from
       December 31, 1995 to March 31, 1996. $173,000 of the increase can be
       attributed to the operations of General Business Services ("GBS") which
       has significant billings during the tax season.
    
       Trade notes receivable increased approximately $228,000 (4.3%) coinciding
       with approximately $1,100,000 in franchise sales for the first quarter of
       1996.  The Company will finance a portion of franchise sales if the buyer
       is qualified.       
     
       Federal income tax receivable decreased $371,000 due to the receipt of
       approximately $212,000 in federal income tax refunds from the Internal
       Revenue Service and the first quarter 1996 federal income tax provision
       of approximately $159,000.      

       Accounts receivable from related parties increased $201,000, whereas
       accounts payable to related parties increased $34,000.  This net $167,000
       related party receivable increase relates to shared expenses and
       administrative fees billed to related parties by the Company during the
       first quarter of 1996.

       RESULTS OF OPERATIONS
       ---------------------
    
       Revenues increased approximately $175,000 (4.9%) for the three months
       ended March 31, 1996 when compared to the first quarter of 1995.  The
       increase in revenues is mainly attributable to increases in:  royalty
       income of $298,000 (20.8%); product sales of $69,000 (37.9%); and
       interest and other income of $53,000 (17.0%).  These revenue increases
       were partially offset by decreased franchise sales of approximately
       $253,000 (18.8%) for the three months ended March 31, 1996 when compared
       to the first quarter of 1995.      
    
       Mr. Rooter contributed the most significant growth with approximately
       $235,000 (52.3%) in increased royalty revenue for the three months ended
       March 31, 1996 when compared to 1995. Aire Serv and Mr. Electric produced
       royalty income increases of $37,000 (91.4%) and $14,000 (2,014.0%),
       respectively.       
    
       For the quarter ended March 31, 1996, Mr. Electric and Rainbow produced
       franchise sales increases of $73,000 (94.1%), and $20,000 (15.3%),
       respectively, when compared to 1995. These franchise sales increases were
       partially offset by decreases in GBS, Mr. Rooter and Aire Serv franchise
       sales of approximately $273,000 (35.4%), $60,000 (21.2%) and $14,000
       (15.2%), respectively.       


       E.K.Williams and GBS produced approximately $251,000 in product sales for
       the three months ended March 31, 1996 when compared to $182,000 for the
       first quarter of 1995, a $69,000 (58.8%) increase. EKW and GBS sell
       products such as manual record keeping systems and forms to their 
       franchisees and outside customers.

       Interest and other revenues increased approximately $53,000 primarily due
       to increased corporate administrative fees charged to related parties.


                                       9
<PAGE>
 
       THE DWYER GROUP, INC. AND SUBSIDIARIES

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

       RESULTS OF OPERATIONS (CONTINUED)
       ---------------------------------
    
       General, administrative and selling expenses increased $370,000 (15.4%)
       in the first quarter of 1996 compared to the first quarter of 1995. This
       increase is primarily due to: $210,000 of additional employee costs in
       the first quarter of 1996 as a result of the 1995 restructuring of the
       administrative, franchise sales and franchise management departments of
       the operating subsidiaries, and the 1995 creation of several new
       corporate departments: $142,000 of additional notes receivable bad debt
       expense and $36,000 of increased convention expenses regarding the
       Company's annual convention to occur in Las Vegas in August 1996.     

       Cost of tax services decreased $89,000 (24.1%) for the first quarter of
       1996 compared to the same 1995 period.  This is a positive result when
       compared to the corresponding $8,000 (2.5%) increase in tax service
       revenues for the same periods and reflects the Company's cost cutting
       program initiated during the fourth quarter of 1995.
    
       The excess of the expense increase over the revenue increase in the March
       31, 1996 quarter as compared to the March 31, 1995 quarter resulted in a
       $133,000 (31.1%) decline in net income.  Net income per share decreased
       to $.04 per share for the quarter ended March 31, 1996 compared to $.06
       per share for the first quarter of 1995.       

       IMPACT OF INFLATION
       -------------------

       Inflation has not had a material impact on the operations of the Company.

       FOREIGN OPERATIONS
       ------------------

       The Company and its subsidiaries operate in fourteen (14) countries.
       Income from master licenses is recorded as received due to the difficulty
       sometimes experienced in foreign countries when attempting to remove
       income generated from royalties. The Company does not depend on foreign
       operations to have a significant impact on its cash flow. Typically,
       foreign franchises are sold and managed by a master licensee in that
       country. During the remainder of 1996, the Company may produce additional
       master license sales which could result in each case in a one time, lump
       sum payment from the master licensee to the company.


       OTHER DISCLOSURES
       -----------------

       Weighted average common and dilutive common equivalent shares outstanding
       have continued to increase as outstanding stock options held by
       management and employees are exercised or become dilutive. This trend
       could continue when the Company's stock price rises.

                                      10

<PAGE>
 
                                    PART II
                               OTHER INFORMATION


  THE DWYER GROUP, INC. AND SUBSIDIARIES

  LEGAL PROCEEDINGS

            NONE


  CHANGES IN SECURITIES

  (a)       NONE

  (b)       Not applicable.

  DEFAULTS UPON SENIOR SECURITIES

            NONE

  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            NONE

  OTHER INFORMATION

            NONE

  EXHIBITS AND REPORTS ON FORM 8-K

  (a)       NONE

  (b)       Reports on From 8-K

            NONE

                                      11
<PAGE>
 
                                  SIGNATURES



  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereunto duly authorized.

                            The Dwyer Group, Inc.


                            By:\s\Robert Tunmire
                               -----------------
                               Robert Tunmire
                               President and Chief
                               Executive Officer




    
  Date:     July 14, 1997                  \s\  Robert Tunmire
            -------------                  --------------------------------
                                           Robert Tunmire, President and
                                           Chief Executive Officer
                                           (Principal Executive Officer) 




  Date:     July 14, 1997                  \s\  Stephen E. Beatty
            -------------                  --------------------------------
                                           Stephen E. Beatty, Treasurer and
                                           Chief Financial Officer
                                           (Principal Financial and 
                                            Accounting Officer)      


                                       12