Exhibit 4.1


         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation  ("DTC"),  to Issuer or its
agent for  registration  of transfer,  exchange or payment,  and any certificate
issued  is  registered  in the  name of  Cede & Co.  or in  such  other  name as
requested by an authorized representative of the DTC (and any payment is made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.

No. 1                                                              $250,000,000
CUSIP No.: 81760N AD 1

                            The ServiceMaster Company

                                   8.45% Note

                               Due April 15, 2005

         The ServiceMaster Company, a Delaware corporation (the "COMPANY", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value  received,  hereby  promises to pay to Cede & Co., or  registered
assigns,  at the  office or agency of the  Company  in New York,  New York,  the
principal sum of  $250,000,000  on April 15, 2005 in the coin or currency of the
United States, and to pay interest, semi-annually on April 15 and October 15, of
each year,  commencing  October 15, 2000 on said principal sum at said office or
agency,  in like coin or currency,  at the rate per annum specified in the title
of this  Note,  from the April 15 or the  October  15, as the case may be,  next
preceding the date of this Note to which interest has been paid or duly provided
for,  unless the date hereof is a date to which  interest  has been paid or duly
provided  for,  in which case from the date of this Note,  or unless no interest
has been paid or duly  provided for on these Notes,  in which case from April 4,
2000,  until  payment of said  principal sum has been made or duly provided for;
PROVIDED,  that  payment of interest may be made at the option of the Company by
check mailed to the address of the person entitled thereto as such address shall
appear  on  the  Security  Register  or by  wire  transfer  as  provided  in the
Indenture.  Notwithstanding the foregoing, if the date hereof is after the first
day of April or October,  as the case may be, and before the following  April 15
or October 15, this Note shall bear  interest  from such April 15 or October 15;
PROVIDED,  that if the Company  shall  default in the payment of interest due on
such April 15 or October  15, then this Note shall bear  interest  from the next
preceding  April 15 or  October  15,  to which  interest  has been  paid or duly
provided  for or, if no  interest  has been paid or duly  provided  for on these
Notes, from April 4, 2000. The interest so payable on any April 15 or October 15
will, subject to certain exceptions provided in the Indenture referred to on the
reverse  hereof,  be paid to the person in whose name this Note is registered at
the  close of  business  on  April 1 or  October  1, as the  case  may be,  next
preceding  such  April 15 or October  15,  whether or not such day is a Business
Day.

                                       1
<PAGE>


         Reference is made to the further  provisions  of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication  hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.


                                       2
<PAGE>

         IN  WITNESS  WHEREOF,   The  ServiceMaster   Company  has  caused  this
instrument  to be  signed  manually  or by  facsimile  by  its  duly  authorized
officers.

         Dated:   April 4, 2000
                            THE SERVICEMASTER COMPANY




                                        By_______________________________
                                        Name:  Steven C. Preston
                                        Title: Executive Vice President and
                                               Chief Financial Officer

                                        By_______________________________
                                        Name:  Vernon T. Squires
                                        Title: Senior Vice President and
                                               General Counsel

-----------------------------
Attest:


                                       3
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

         Dated:     April 4, 2000           Harris Trust and Savings Bank,
                                                 as Trustee


                                            By____________________________
                                                  Authorized Signatory


                                       4
<PAGE>

                                 REVERSE OF NOTE
                            The ServiceMaster Company

                                   8.45% Note
                               Due April 15, 2005

         This Note is one of a duly authorized issue of debentures, notes, bonds
or other  evidences  of  indebtedness  of the  Company  (hereinafter  called the
"SECURITIES") of the series  hereinafter  specified,  all issued or to be issued
under and  pursuant to an  indenture  dated as of November  18, 1999 between the
Company and Harris Trust and Savings  Bank, as Trustee  (hereinafter  called the
"TRUSTEE") (as  supplemented  by the First  Supplemental  Indenture  dated as of
April 4, 2000 between the Company and the Trustee,  the  "INDENTURE"),  to which
Indenture and all indentures  supplemental thereto and all terms of a particular
series of  Securities  established  pursuant  to Section  2.03 of the  Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations,  duties and immunities  thereunder of the Trustee,  the Company and
the  Holders  of the  Securities.  The  Securities  may be issued in one or more
series,  which  different  series may be issued in various  aggregate  principal
amounts,  may mature at different times, may bear interest (if any) at different
rates,  may be subject  to  different  redemption  provisions  (if any),  may be
subject to  different  sinking,  purchase  or  analogous  funds (if any) and may
otherwise  vary as in the  Indenture  provided.  This  Note  is one of a  series
designated  as the 8.45%  Notes due 2005 of the  Company,  limited in  aggregate
principal amount to $250,000,000.

         Interest  will be  computed  on the basis of a  360-day  year of twelve
30-day months.  The Company shall pay interest on overdue  principal and, to the
extent lawful,  on overdue  installments of interest at the rate PER ANNUM borne
by  this  Note.  If a  payment  date is not a  Business  Day as  defined  in the
Indenture  at a place of payment,  payment may be made at that place on the next
succeeding  day that is a Business  Day,  and no interest  shall  accrue for the
intervening period.

         In case an Event of Default as defined in the  Indenture,  with respect
to the  8.45%  Notes  due 2005,  shall  have  occurred  and be  continuing,  the
principal hereof and the interest accrued hereon,  if any, may be declared,  and
upon such  declaration  shall  become,  due and payable in the manner,  with the
effect and subject to the conditions provided in the Indenture.

         The Indenture  contains  provisions  which provide that,  without prior
notice to any Holders,  the Company and the Trustee may amend the  Indenture and
the  Securities  of any series  with the  written  consent  of the  Holders of a
majority in aggregate  principal  amount of the  outstanding  Securities  of all
series  affected  (all such series  voting as one  class),  and the Holders of a
majority in aggregate  principal  amount of the  outstanding  Securities  of all
series to be affected (all such series voting as one class) by written notice to
the Trustee may waive future compliance by the Company with any provision of the
Indenture or the Securities of such series;  PROVIDED that,  without the consent
of each Holder of the Securities of each series affected  thereby,  an amendment
or waiver,  including a waiver of past defaults,  may not: (i) extend the stated
maturity of the principal of, or any sinking fund  obligation or any installment
of interest on, such Holder's  Security,  or reduce the principal amount thereof
or the rate of  interest  thereon  (including  any amount in respect of original
issue  discount),  or any premium  payable  with respect  thereto,  or adversely
affect the rights of such Holder under any  mandatory  redemption  or

                                       5
<PAGE>

repurchase  provision or any right of  redemption or repurchase at the option of
such Holder, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an  acceleration  of the maturity or
the amount thereof provable in bankruptcy, or change any place of payment where,
or the currency in which, any Security or any premium or the interest thereon is
payable,  or impair the right to institute suit for the  enforcement of any such
payment  on or after  the due date  therefor;  (ii)  reduce  the  percentage  in
principal amount of outstanding Securities of the relevant series the consent of
whose Holders is required for any such supplemental indenture, for any waiver of
compliance  with certain  provisions  of the  Indenture or certain  Defaults and
their consequences  provided for in the Indenture;  (iii) waive a Default in the
payment of  principal  of or interest on any  Security of such  Holder;  or (iv)
modify any of the provisions of the Indenture governing supplemental  indentures
with the consent of Securityholders except to increase any such percentage or to
provide that certain other  provisions  of the  Indenture  cannot be modified or
waived without the consent of the Holder of each outstanding  Security  affected
thereby.

         It  is  also  provided  in  the  Indenture  that,  subject  to  certain
conditions,  the Holders of at least a majority in aggregate principal amount of
the outstanding Securities of all series affected (voting as a single class), by
notice to the  Trustee,  may waive an existing  Default or Event of Default with
respect to the Securities of such series and its consequences,  except a Default
in the payment of  principal  of or interest on any  Security or in respect of a
covenant  or  provision  of the  Indenture  which  cannot be modified or amended
without the consent of the Holder of each outstanding  Security  affected.  Upon
any such  waiver,  such Default  shall cease to exist,  and any Event of Default
with respect to the Securities of such series arising  therefrom shall be deemed
to have been cured, for every purpose of the Indenture; but no such waiver shall
extend to any  subsequent  or other  Default  or Event of  Default or impair any
right consequent thereto.

         The Indenture  provides that a series of Securities  may include one or
more tranches (each a "TRANCHE") of Securities, including Securities issued in a
periodic  offering.  The  Securities of different  tranches may have one or more
different terms, including  authentication dates and public offering prices, but
all the  Securities  within  each  such  tranche  shall  have  identical  terms,
including  authentica-tion  date and public offering price.  Notwithstanding any
other provision of the Indenture, subject to certain exceptions, with respect to
sections of the Indenture concerning the execution,  authentication and terms of
the  Securities,  redemption  of  the  Securities,  Events  of  Default  of  the
Securities,  defeasance of the Securities and amendment of the Indenture, if any
series of  Securities  includes  more than one tranche,  all  provisions of such
sections  applicable  to any  series  of  Securities  shall  be  deemed  equally
applicable  to each  tranche of any series of  Securities  in the same manner as
though originally  designated a series unless otherwise provided with respect to
such  series  or  tranche  pursuant  to a  board  resolution  or a  supplemental
indenture establishing such series or tranche.

         No reference  herein to the  Indenture and no provision of this Note or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note in the manner,  at the place, at the respective  times, at the rate
and in the coin or currency herein prescribed.


                                       6
<PAGE>


         The  Notes are  issuable  initially  only in  registered  form  without
coupons in  denominations  of $1,000 and any multiple of $1,000 at the office or
agency of the Company in the Borough of Manhattan,  The City of New York, and in
the manner and  subject  to the  limitations  provided  in the  Indenture,  but,
without the payment of any service  charge,  Notes may be  exchanged  for a like
aggregate principal amount of Notes of other authorized denominations.

         The Notes  will be  redeemable,  at any time prior to  maturity  at the
option of the Company,  in whole or in part,  upon not less than 30 or more than
60 days prior written notice,  at a redemption price equal to the greater of (i)
100% of their principal  amount or (ii) as determined by a Quotation  Agent, the
sum of the present values of the remaining  scheduled  payments of principal and
interest thereon (not including any portion of such payments of interest accrued
as  of  the  date  of  redemption)  discounted  to  the  redemption  date,  on a
semi-annual  basis assuming a 360-day year consisting of twelve 30-day months at
the Adjusted  Treasury Rate plus 15 basis points,  together with all accrued but
unpaid  interest,  if any, to the date of  redemption in either case ; PROVIDED,
HOWEVER,  that interest  installments due on an interest payment date that is on
or prior to the date of redemption will be payable to holders who are holders of
record of such notes as of the close of business on the relevant record date for
such installment.

         Upon due presentment  for  registration of transfer of this Note at the
office or agency of the  Company in the  Borough of  Manhattan,  The City of New
York, a new Note or Notes of  authorized  denominations  for an equal  aggregate
principal amount will be issued to the transferee in exchange therefor,  subject
to the limitations provided in the Indenture,  without charge except for any tax
or other governmental charge imposed in connection therewith.

         The  Company,  the  Trustee and any agent of the Company or the Trustee
may deem and treat the  registered  Holder hereof as the absolute  owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon),  for the purpose of receiving payment of,
or on account of, the principal  hereof and,  subject to the provisions  hereof,
interest  hereon,  and for all other  purposes,  and neither the Company nor the
Trustee  nor any agent of the  Company or the  Trustee  shall be affected by any
notice to the contrary.

         No recourse under or upon any obligation,  covenant or agreement of the
Company in the Indenture or any indenture  supplemental  thereto or in any Note,
or because of any  indebtedness  evidenced  thereby,  shall be had  against  any
incorporator,  stockholder,  officer or director,  as such,  past,  present,  or
future, of the Company or any successor corporation thereof,  either directly or
through the Company or any successor corporation, under any rule of law, statute
or  constitutional  provision or by the  enforcement of any assessment or by any
legal or equitable  proceeding or otherwise,  all such liability being expressly
waived and released by the  acceptance  hereof and as part of the  consideration
for the issue hereof.

         Terms used  herein  which are defined in the  Indenture  shall have the
respective meanings assigned thereto in the Indenture.


                                       7
<PAGE>


               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
        transfer(s) unto

     [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

[PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE]


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

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

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



the within Note and all rights thereunder,  hereby irrevocably  constituting and
appointing  such  person  attorney  to  transfer  such  Note on the books of the
Company, with full power of substitution in the premises.

Dated:_______________________


NOTICE:  The  signature  to this  assignment  must  correspond  with the name as
written upon the face of the within Note in every particular  without alteration
or enlargement or any change whatsoever

                                       8
<PAGE>



                                                                     Exhibit 4.2

                            THE SERVICEMASTER COMPANY
                                 as the Company

                                       and

                          HARRIS TRUST AND SAVINGS BANK
                                   as Trustee

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

                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of April 4, 2000

            (Supplemental to Indenture Dated as of November 18, 1999)

                           Series 8.45% Notes due 2005

                                    ---------



                                       1
<PAGE>


         FIRST  SUPPLEMENTAL  INDENTURE  dated as of April 4, 2000  between  The
ServiceMaster  Company, a Delaware  corporation,  as the Company (the "COMPANY")
and Harris Trust and Savings Bank, an Illinois banking  corporation,  as Trustee
(the "TRUSTEE").

         WHEREAS,  the  Company  and  the  Trustee  executed  and  delivered  an
Indenture dated as of November 18, 1999 ("ORIGINAL INDENTURE") providing for the
issuance  from  time to time of its  debentures,  notes  or other  evidences  of
indebtedness in one or more series (the "SECURITIES"); and

         WHEREAS,  pursuant to the terms of the Original Indenture,  the Company
wishes to provide for the  establishment of a new series of its Securities known
as the 8.45% Notes due 2005 (the "2005 Notes"); and

         WHEREAS,  Section 9.01(5) of the Original  Indenture  provides that the
Original  Indenture  may be amended  without  the  consent of the holders of the
Securities in order to establish the form or forms or terms of Securities of any
series or of the coupons  appertaining  to such  Securities  pursuant to Section
2.03 of the Original Indenture; and

         WHEREAS,  all conditions and requirements  necessary to make this First
Supplemental  Indenture a valid and binding  instrument in  accordance  with its
terms and the terms of the Original Indenture have been satisfied.

         NOW, THEREFORE:

         In  consideration  of the premises and of the mutual  covenants  herein
contained, and in order to provide for payment of the principal of (and premium,
if any) and interest on all of the  Securities,  according  to their tenor,  the
Company and the Trustee hereby covenant and agree:

         SECTION  1. For all  purposes  of this  First  Supplemental  Indenture,
except as otherwise expressly provided or unless the context otherwise requires,
all  capitalized  terms  used and not  defined  herein  that are  defined in the
Original  Indenture  shall have the  meanings  assigned to them in the  Original
Indenture.

         Section 1.01 of the Original  Indenture is amended and  supplemented as
follows, in each case solely for purposes of the 2005 Notes:

         "ADJUSTED  TREASURY RATE" means,  with respect to any redemption  date,
the rate per annum equal to the semiannual  equivalent  yield to maturity of the
Comparable  Treasury Issue,  assuming a price for the Comparable  Treasury Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such redemption date.

         "COMPARABLE  TREASURY ISSUE" means the United States Treasury  security
selected by a Quotation  Agent as having a maturity  comparable to the remaining
term of the  notes  to be  redeemed  that  would  be  utilized,  at the  time of
selection and in accordance with customary  financial  practice,  in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such notes.


                                       2
<PAGE>


         "QUOTATION AGENT" means the Reference  Treasury Dealer appointed by the
Trustee after consultation with ServiceMaster. "REFERENCE TREASURY DEALER" means
(i) initially  Goldman,  Sachs & Co. and its  respective  successors;  PROVIDED,
HOWEVER,  that if the  foregoing  shall  cease to be a primary  U.S.  Government
securities dealer in New York City (a "PRIMARY TREASURY DEALER"),  ServiceMaster
shall substitute  therefor  another Primary  Treasury Dealer;  or (ii) any other
Primary  Treasury  Dealer  selected  by  the  Trustee  after  consultation  with
ServiceMaster.

         "COMPARABLE TREASURY PRICE" means, with respect to any redemption date,
(i) the average of the Reference  Treasury Dealer Quotations for such redemption
date,  after  excluding the highest and lowest such  Reference  Treasury  Dealer
Quotations,  or (ii) if the  Trustee  obtains  fewer than  three such  Reference
Treasury Dealer Quotations, the average of all such Quotations.

         "REFERENCE  TREASURY  DEALER  QUOTATIONS"  means,  with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee,  of the bid and asked  prices for the  Comparable  Treasury  Issues
(expressed  in each case as a  percentage  of its  principal  amount)  quoted in
writing to the  Trustee by such  Reference  Treasury  Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

         SECTION  2.  Pursuant  to  Sections  2.01  and  2.03  of  the  Original
Indenture,  there is hereby authorized and the Company shall issue the following
series of Securities, the form of the Security of the series to be substantially
in the form set forth in Exhibit 1:

              (a) A series of notes under the Original  Indenture  designated as
the  8.45%  Notes  due  2005.  The  series  of 2005  Notes  will be  limited  to
$250,000,000  aggregate  principal  amount and will  mature on April 15, 2005 at
100% of their principal amount, unless earlier redeemed.  The 2005 Notes will be
issuable in denominations  of $1,000 or integral  multiples  thereof.  Each 2005
Note  will bear  interest  from  April 4,  2000 at the rate of 8.45% per  annum,
payable  semi-annually (to holders of record at the close of business on April 1
or October 1 immediately  preceding  the interest  payment date) on April 15 and
October  15 of each year  beginning  October  15,  2000.  The 2005 Notes will be
redeemable, at any time prior to maturity at the option of the Company, in whole
or in part, upon not less than 30 or more than 60 days prior written notice,  at
a redemption price equal to the greater of (i) 100% of their principal amount or
(ii) as determined by a Quotation  Agent,  the sum of the present  values of the
remaining  scheduled  payments of principal and interest  thereon (not including
any portion of such payments of interest  accrued as of the date of  redemption)
discounted to the  redemption  date, on a semi-annual  basis  assuming a 360-day
year  consisting of twelve  30-day months at the Adjusted  Treasury Rate plus 15
basis points, together with all accrued but unpaid interest, if any, to the date
of redemption in either case; PROVIDED,  HOWEVER, that interest installments due
on an interest  payment date that is on or prior to the date of redemption  will
be payable to holders who are holders of record of such notes as of the close of
business on the relevant record date for such  installment.  The 2005 Notes will
be issued only as Registered  Global  Securities,  without coupons,  held by the
Depositary,  which will be the Depository Trust Company,  and will not be issued
in definitive  registered  form except  pursuant to Section 2.07 of the Original
Indenture.


                                       3
<PAGE>


         SECTION 3. Nothing in this First Supplemental  Indenture,  expressed or
implied,  is intended or shall be construed to confer upon or give to any person
or corporation,  other than the parties hereto and the holders of the 2005 Notes
any  right,  remedy  or claim  under or by  reason  of this  First  Supplemental
Indenture or any covenant,  stipulation,  promise or agreement contained herein;
all the covenants, stipulations,  promises and agreements contained herein being
for the sole and exclusive  benefit of the parties hereto and their  successors,
and the holders from time to time of the 2005 Notes.

         SECTION 4. This First  Supplemental  Indenture shall form a part of the
Original Indenture for all purposes and every holder of Securities heretofore or
hereafter  authenticated  and delivered  under the Original  Indenture  shall be
bound hereby;  PROVIDED that the supplemental  definitions provided in Section 1
of this First  Supplemental  Indenture  shall apply only to the 2005 Notes.  The
Original  Indenture  as  supplemented  by this First  Supplemental  Indenture is
hereby in all respects ratified and confirmed.

         SECTION 5. The Trustee,  for itself and its  successor  or  successors,
accepts  the  trust  of  the  Original   Indenture  as  amended  by  this  First
Supplemental Indenture,  and agrees to perform the same, but only upon the terms
and  conditions  set forth in the Original  Indenture,  including  the terms and
provisions  defining and limiting the  liabilities and  responsibilities  of the
Trustee,  which terms and  provisions  shall in like manner define and limit its
liabilities and  responsibilities in the performance of the trust created by the
Original Indenture,  and, without limiting the generality of the foregoing,  the
recitals  contained herein shall be taken as the statements of the Company,  and
the Trustee assumes no responsibility for their  correctness.  The Trustee makes
no  representations as to the validity or sufficiency of this First Supplemental
Indenture  other than as to the  validity of its  execution  and delivery by the
Trustee.

         SECTION 6. This First  Supplemental  Indenture  may be  executed in any
number  of  counterparts,   each  of  which  shall  be  an  original;  but  such
counterparts shall together constitute but one and the same instrument.


                                       4
<PAGE>


                                                   SIGNATURES

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this  First
Supplemental  Indenture to be duly  executed,  all as of the date first  written
above.

                                           The ServiceMaster Company,
                                                as the Company


                                           By:     /s/ Steven C. Preston
                                                Name: Steven C. Preston
                                                Title:


                                           Harris Trust and Savings Bank,
                                                as Trustee


                                           By:     /s/ Frank Pierson
                                                Name: Frank Pierson
                                                Title:


                                       5
<PAGE>

STATE OF ILLINOIS )
                  )
COUNTY OF DUPAGE  )

         BEFORE  ME, the  undersigned  authority,  on this ___ day of  ________,
2000, personally appeared ______________________, _______________________ of The
ServiceMaster  Company, a Delaware corporation (the "Company"),  known to me (or
proved to me by  introduction  upon the oath of a person  known to me) to be the
person and officer whose name is subscribed  to the  foregoing  instrument,  and
acknowledged to me that he/she executed the same as the act of such  corporation
for the purposes and consideration  herein expressed and in the capacity therein
stated.

         GIVEN UNDER MY HAND AND SEAL THIS ____ DAY OF___________, 2000.

         (SEAL)



                                        -----------------------------------
                                        NOTARY PUBLIC, STATE OF ILLINOIS
                                        Print Name: _________________________
                                        Commission Expires: __________________



                                       6
<PAGE>

STATE OF ILLINOIS )
                  )
COUNTY OF COOK    )

         BEFORE  ME, the  undersigned  authority,  on this ___ day of  ________,
2000, personally appeared  _______________________,  _______________________  of
Harris Trust and Savings Bank, an Illinois banking corporation,  known to me (or
proved to me by  introduction  upon the oath of a person  known to me) to be the
person and officer whose name is subscribed  to the  foregoing  instrument,  and
acknowledged  to me that he/she  executed  the same as the act of such trust for
the purposes and  consideration  herein  expressed  and in the capacity  therein
stated.

         GIVEN UNDER MY HAND AND SEAL THIS _____ DAY OF     __________, 2000.

        (SEAL)

                                        ------------------------------------
                                        NOTARY PUBLIC, STATE OF ILLINOIS
                                        Print Name: _________________________
                                        Commission Expires: __________________


                                       7
<PAGE>