EXHIBIT 10.20

                            THE SERVICEMASTER COMPANY


                             STOCK OPTION AGREEMENT

                                 January 9, 2001

                  The  Company  hereby  grants to the  Optionee  as of the Grant
Date,  pursuant to the provisions of the Plan, the Option to purchase the number
of Option  Shares  specified in the Term Sheet at the  Exercise  Price per share
upon and  subject to the terms and  conditions  set forth  below and in the Term
Sheet.  References  to  employment  shall  also mean an  agency  or  independent
contractor  relationship  and references to employment by the Company shall also
mean employment by a Subsidiary. Capitalized terms not defined herein shall have
the meanings specified in the Term Sheet or the Plan.

     1. Option Subject to Acceptance of Agreement.  The Option shall be null and
void unless the Optionee  shall accept this  Agreement by executing  one copy of
the related Term Sheet and returning an original execution copy to the Company.

     2. Time and Manner of Exercise of Option.

     2.1.  Maximum Term of Option.  In no event may the Option be exercised,  in
whole or in part, after the Expiration Date.

     2.2.  Exercise  of Option.  (a) Except as  otherwise  provided  by Sections
2.2(b) hereof and by Section 11 of the Plan, the Option shall become exercisable
in accordance with the Exercise Schedule set forth in the Term Sheet.

                  (b) If the Optionee's  employment with the Company  terminates
by reason of Disability or death,  the Option shall be  immediately  exercisable
with respect to all of the Option Shares on the effective date of the Optionee's
termination  of employment  or date of death and may  thereafter be exercised by
the Optionee or the Optionee's Legal Representative or Permitted Transferees, as
the case may be, until and including the earliest to occur of (i) the date which
is two  years  after  the  effective  date  of  the  Optionee's  termination  of
employment or date of death and (ii) the Expiration Date.

                  (c) If the Optionee's  employment with the Company  terminates
by reason of  retirement  on or after age 63 or after a minimum of fifteen years
of  employment  (fifteen  years  need  not  be  consecutive)  with  the  Company
("Retirement"),  the Option shall continue in accordance  with its terms and, to
the extent the Option shall be or become  exercisable with respect to the Option
Shares,  may  thereafter  be exercised by the Optionee or the  Optionee's  Legal
Representative until the Expiration Date.

     (d) If the Optionee's employment with the Company terminates for any reason
other than Disability, death or Retirement, the Option shall be exercisable only
to  the

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extent  it is  exercisable  on the  effective  date  of the  Optionee's
termination of employment and may thereafter be exercised by the Optionee or the
Optionee's Legal Representative until and including the earliest to occur of (i)
the  date  which  is six  months  after  the  effective  date of the  Optionee's
termination  of employment and (ii) the  Expiration  Date;  provided that if the
Optionee's  employment  is  terminated  on or prior to December  31, 2002 by the
Optionee  for Good Reason or by the Company for any reason other than for Cause,
the  effective  date of the  Optionee's  termination  of employment  shall,  for
purposes of the Option, be deemed to be December 31, 2002 and, accordingly,  the
Option shall be  exercisable  to the extent it is exercisable as of December 31,
2002 and may  thereafter  be exercised by the Optionee or the  Optionee's  Legal
Representative until and including June 30, 2003; provided further,  that if the
Optionee's  employment  is  terminated  for Cause,  the Option  shall  terminate
automatically on the effective date of the Optionee's termination of employment.
The term "Good Reason" and "Cause" shall have the respective  meanings set forth
in the attached Appendix A.

     (e) If  the  Optionee  dies  during  the  post-employment  exercise  period
pursuant to Section  2.2(b)  following  termination  of  employment by reason of
Disability,  the Option shall continue in accordance  with its terms and, to the
extent the Option has not been exercised as of the date of death, the Option may
thereafter  by exercised by the  Optionee's  Legal  Representative  or Permitted
Transferees,  as the case may be,  until the  earlier  to occur of (i) two years
after the effective  date of the  Optionee's  termination of employment and (ii)
the Expiration Date.

                  (f) If the Optionee dies  following  termination of employment
by reason of Retirement and prior to the Expiration  Date, and to the extent the
Option has not been exercised as of the date of death, the Option may thereafter
be exercised by the Optionee's Legal Representative or Permitted Transferees, as
the case may be,  until the earliest to occur of (i) two years after the date of
death and (ii) the Expiration Date.

                  (g) If  the  Optionee  dies  during  post-employment  exercise
period determined pursuant to Section 2.2(d) following termination of employment
for any reason other than  Disability,  Retirement  or by the Company for Cause,
and to the extent the Option has not been exercised as of the date of death, the
Option may thereafter be exercised by the  Optionee's  Legal  Representative  or
Permitted  Transferees,  as the case may be,  until the earliest to occur of (i)
six months after the effective date of the Optionee's  termination of employment
and (ii) the Expiration Date.

                  2.3. Method of Exercise.  Subject to the limitations set forth
in this  Agreement,  the Option may be  exercised  by the Optionee (1) by giving
written notice to the Company  specifying the number of whole shares of Stock to
be purchased and accompanied by payment  therefor in full (or  arrangement  made
for such  payment to the  Company's  satisfaction)  either (i) in cash,  (ii) by
delivery (either actual delivery or by attestation procedures established by the
Company) of previously  owned whole shares of Stock (which the Optionee has held
for at least  six  months  prior to the  delivery  of such  shares  or which the
Optionee  purchased  on the open market and in each case for which the  Optionee
has good  title,  free and  clear  of all  liens  and  encumbrances)  having  an
aggregate Fair Market Value, determined as of the date of exercise, equal to the
aggregate  purchase  price  payable  pursuant  to the  Option  by reason of such
exercise, (iii) in cash by a broker-dealer acceptable to the Company to whom the
Optionee has submitted an  irrevocable  notice of exercise or (iv) a combination
of (i)  and  (ii),  and (2) by  executing  such

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documents as the  Company  may reasonably  request.  The Company shall have sole
discretion to disapprove of an election  pursuant to any of clauses (ii) - (iv).
Any  fraction of a share of Stock which would be required to pay such  purchase
price shall be rounded down and the Optionee  will be required to pay the
fractional  share  portion to the next whole share.  No certificate representing
a share  of  Stock  shall be delivered until the full purchase price therefor
has been paid.

     2.4   Termination   of  Option  and   Forfeiture   of  Option   Gain.   (a)
Notwithstanding  the Term Sheet or any  provision of this  Agreement,  if at any
time prior to the date that is one year after the date of exercise of all or any
portion of the Option, the Optionee:

                  (1)  directly or  indirectly  (whether as owner,  stockholder,
         director, officer, principal, agent, independent contractor, partner or
         otherwise),  in North America or any other geographic area in which the
         Company is then conducting business, owns, manages, operates, controls,
         participates  in,  performs  services  for, or otherwise  carries on, a
         business similar to or competitive  with the business  conducted by the
         Company or any Subsidiary; or

                  (2) directly or indirectly  attempts to induce any employee of
         the Company to be employed or perform services elsewhere or any attempt
         directly or  indirectly to solicit the trade or business of any current
         or prospective customer, supplier or partner of the Company; or

                  (3) directly or  indirectly  engages in any activity  which is
         contrary,  inimical  or  harmful  to  the  interests  of  the  Company,
         including but not limited to (i)  violations  of Company  policies (ii)
         disclosure or misuse of any  confidential  information or trade secrets
         of the Company or a Subsidiary (iii)  participation in any activity not
         approved by the Board or Chairman which could reasonably be foreseen as
         contributing  to or resulting in a Change in Control of the Company and
         (iv) conduct  related to employment for which either  criminal or civil
         penalties may be sought;

then the Option shall terminate  automatically  on the date the Optionee engages
in such  activity and the Optionee  shall pay the Company,  within five business
days of receipt by the Optionee of a written demand therefor,  an amount in cash
determined by multiplying  the number of shares of Stock  purchased  pursuant to
each exercise of the Option within the one-year period  described above (without
reduction  for any shares of Stock  delivered by the Optionee or withheld by the
Company  pursuant to Section 2.3 or Section 3.2) by the  difference  between (i)
the Fair Market Value of a share of Stock on the date of such  exercise and (ii)
the Exercise Price per share of Stock.

                  (b)  The  Optionee  may  be  released   from  the   Optionee's
obligations  under  Section  2.4(a)  only  if and to the  extent  the  Committee
determines in its sole  discretion  that such a release is in the best interests
of the Company.

                  (c) The Optionee  agrees that by executing  this Agreement the
Optionee  authorizes  the Company and its  Subsidiaries  to deduct any amount or
amounts owed by the Optionee pursuant to Section 2.4(a) from any amounts payable
by the Company or any

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Subsidiary to the Optionee, including, without limitation, any amount payable to
the Optionee as salary, wages, vacation pay or bonus. This right  of  setoff
shall  not be an  exclusive  remedy  and the  Company's  or a Subsidiary's
election not to exercise this right of setoff with respect to any amount payable
to the Optionee  shall not  constitute a waiver of this right of setoff with
respect to any other  amount  payable to the  Optionee or any other remedy.

                  3.       Additional Terms and Conditions of Option.

                  3.1.  Nontransferability  of  Option.  The  Option  may not be
transferred  by the  Optionee  other than (i) by will or the laws of descent and
distribution or (ii) pursuant to beneficiary  designation procedures approved by
the Company.  Except to the extent permitted by the foregoing  sentence,  during
the Optionee's  lifetime the Option is  exercisable  only by the Optionee or the
Optionee's  Legal  Representative.   Except  to  the  extent  permitted  by  the
foregoing,  the  Option  may  not  be  sold,  transferred,   assigned,  pledged,
hypothecated,  encumbered or otherwise  disposed of (whether by operation of law
or otherwise) or be subject to execution,  attachment or similar  process.  Upon
any  attempt to so sell,  transfer,  assign,  pledge,  hypothecate,  encumber or
otherwise  dispose of the  Option,  the Option  and all rights  hereunder  shall
immediately become null and void.

                  3.2.  Withholding  Taxes. (a) As a condition  precedent to the
delivery of Stock upon exercise of the Option,  the Optionee shall, upon request
by the  Company,  pay to the Company in addition  to the  purchase  price of the
shares, such amount of cash as the Company may be required, under all applicable
federal, state, local or other laws or regulations,  to withhold and pay over as
income or other  withholding taxes (the "Required Tax Payments") with respect to
such exercise of the Option.  If the Optionee shall fail to advance the Required
Tax Payments after request by the Company,  the Company may, in its  discretion,
deduct any Required Tax Payments from any amount then or  thereafter  payable by
the Company to the Optionee.

                  (b) The Optionee may elect to satisfy his or her obligation to
advance the  Required  Tax Payments by any of the  following  means:  (1) a cash
payment to the Company  pursuant to Section 3.2(a),  (2) delivery (either actual
delivery or by attestation procedures established by the Company) to the Company
of  previously  owned whole  shares of Stock (which the Optionee has held for at
least six months  prior to the  delivery  of such  shares or which the  Optionee
purchased  on the open market and in each case for which the  Optionee  has good
title,  free and clear of all liens and  encumbrances)  having an aggregate Fair
Market Value,  determined as of the date the obligation to withhold or pay taxes
first  arises in  connection  with the  Option  (the "Tax  Date"),  equal to the
Required Tax Payments,  (3)  authorizing the Company to withhold whole shares of
Stock which would  otherwise be delivered to the Optionee  upon  exercise of the
Option  having an aggregate  Fair Market  Value,  determined as of the Tax Date,
equal to the  Required  Tax  Payments,  (4) a cash  payment  by a  broker-dealer
acceptable  to the Company to whom the  Optionee has  submitted  an  irrevocable
notice of exercise or (5) any combination of (1), (2) and (3). The Company shall
have sole  discretion to  disapprove  of an election  pursuant to any of clauses
(2)-(5).  No certificate  representing a share of Stock shall be delivered until
the Required Tax Payments have been satisfied in full.

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                  3.3.   Adjustment.   In  the  event  of  any   change  in  the
capitalization of the Company (such as a stock split) or a corporate transaction
(such as any merger, consolidation,  separation,  including a spin-off, or other
distribution of stock or property of the Company),  any reorganization  (whether
or not such  reorganization  comes within the definition of such term in Section
368 of the Code) or any  partial or complete  liquidation  of the  Company,  the
number and class of securities  subject to the Option and the purchase price per
security shall be appropriately adjusted by the Committee without an increase in
the aggregate  purchase price. The decision of the Committee  regarding any such
adjustment shall be final, binding and conclusive.

                  3.4.  Compliance with Applicable Law. The Option is subject to
the condition that if the listing,  registration or  qualification of the shares
subject to the Option  upon any  securities  exchange  or under any law,  or the
consent or approval of any governmental  body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the purchase
or delivery of shares hereunder, the Option may not be exercised, in whole or in
part,  unless such  listing,  registration,  qualification,  consent or approval
shall have been effected or obtained,  free of any  conditions not acceptable to
the Company.  The Company agrees to use  reasonable  efforts to effect or obtain
any such listing, registration, qualification, consent or approval.

                  3.5.  Delivery  of  Certificates.  Upon  the  exercise  of the
Option,  in whole or in part, the Company shall deliver or cause to be delivered
one or more  certificates  representing the number of shares  purchased  against
full payment  therefor.  The Company  shall pay all  original  issue or transfer
taxes and all fees and expenses  incident to such delivery,  except as otherwise
provided in Section 3.2.

                  3.6.  Option  Confers No Rights as  Shareholder.  The Optionee
shall not be entitled to any  privileges of ownership  with respect to shares of
Stock  subject to the Option unless and until  purchased and delivered  upon the
exercise  of the  Option,  in whole  or in  part,  and the  Optionee  becomes  a
shareholder  of record with respect to such delivered  shares;  and the Optionee
shall not be  considered a  shareholder  of the Company with respect to any such
shares not so purchased and delivered.

3.7.  Option  Confers No Rights to Continued  Employment.  In no event shall the
granting of the Option or its  acceptance  by the Optionee  give or be deemed to
give the  Optionee  any right to  continued  employment  by or service  with the
Company or any affiliate of the Company.

                  3.8.  Decisions  of  Board  or  Committee.  The  Board  or the
Committee  shall  have the right to  resolve  all  questions  which may arise in
connection with the Option or its exercise. Any interpretation, determination or
other action made or taken by the Board or the  Committee  regarding the Plan or
this Agreement shall be final, binding and conclusive.

                  3.9. Company to Reserve Shares. The Company shall at all times
prior to the expiration or termination of the Option reserve and keep available,
either in its treasury or out of its  authorized  but unissued  shares of Stock,
the full number of shares subject to the Option from time to time.

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3.10. Agreement Subject to the Plan. This Agreement is subject to the provisions
of the Plan,  and shall be  interpreted  in accordance  therewith.  The Optionee
hereby acknowledges receipt of a copy of the Plan.

                  4.       Miscellaneous Provisions.


          4.1.  Designation as Nonqualified  Stock Option.  The Option is hereby
     designated as not  constituting an "incentive  stock option" within meaning
     of section 422 of the Code; this Agreement shall be interpreted and treated
     consistently with such designation.

          4.2. Meaning of Certain Terms.  (a) As used herein,  employment by the
     Company  shall include  employment by a corporation  which is a "subsidiary
     corporation" of the Company,  as such term is defined in section 424 of the
     Code.  References in this Agreement to sections of the Code shall be deemed
     to refer to any  successor  section of the Code or any  successor  internal
     revenue law.

                  (b) As used  herein,  the term  "Legal  Representative"  shall
include an executor,  administrator,  legal representative,  guardian or similar
person and the term  "Permitted  Transferee"  shall include any  transferee  (i)
pursuant to a transfer  permitted  under Section 6.7 of the Plan and Section 3.1
hereof  or  (ii)  designated  pursuant  to  beneficiary  designation  procedures
approved by the Company.

          4.3. Successors. This Agreement shall be binding upon and inure to the
     benefit of any  successor  or  successors  of the Company and any person or
     persons  who  shall,  upon the death of the  Optionee,  acquire  any rights
     hereunder in accordance with this Agreement or the Plan.

                  4.4. Notices.  All notices,  requests or other  communications
provided  for in  this  Agreement  shall  be  made,  if to the  Company,  to the
Corporate Secretary at The ServiceMaster Company, One ServiceMaster Way, Downers
Grove,  IL  60515,  and  if to the  Optionee,  to the  address  of the  Optionee
contained  in  the   Company's   records.   All   notices,   requests  or  other
communications  provided for in this  Agreement  shall be made in writing either
(a) by personal delivery,  (b) by facsimile with confirmation of receipt, (c) by
mailing  in the  United  States  mails to the last  known  address  of the party
entitled thereto, (d) by express courier service or (e) electronic mail delivery
system.  The  notice,  request  or other  communication  shall be  deemed  to be
received  upon  personal  delivery,  upon  confirmation  of receipt of facsimile
transmission  or upon receipt by the party entitled  thereto if by United States
mail,  express  courier  service or return  receipt of electronic  mail delivery
system; provided, however, that if a notice, request or other communication sent
to the Company is not received during regular business hours, it shall be deemed
to be received on the next succeeding business day of the Company.

                  4.5.  Governing  Law.  This  Agreement,  the  Option  and  all
determinations made and actions taken pursuant hereto and thereto, to the extent
not governed by the laws of the United States,  shall be governed by the laws of
the State of Delaware  and  construed in  accordance  therewith  without  giving
effect to principles of conflicts of law.

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