Exhibit 4.4 to 1997 Form 10-K

                            THE SERVICEMASTER COMPANY
                               LIMITED PARTNERSHIP
                                 as the Company,

                        SERVICEMASTER LIMITED PARTNERSHIP

                                as the Guarantor,

                                       and

                          HARRIS TRUST AND SAVINGS BANK
                                   as Trustee





                          FIRST SUPPLEMENTAL INDENTURE

                           Dated as of August 15, 1997

                      (Supplemental to Indenture Dated as of August 15, 1997)




<PAGE>


         FIRST  SUPPLEMENTAL  INDENTURE  dated as of August  15,  1997 among The
ServiceMaster  Company Limited Partnership,  a Delaware limited partnership,  as
the  Company   (hereinafter   called  the  "Company"),   ServiceMaster   Limited
Partnership,  a Delaware  limited  partnership,  as the  Guarantor  (hereinafter
called the "Guarantor"),  and Harris Trust and Savings Bank, an Illinois banking
corporation, as Trustee (hereinafter called the "Trustee").

         WHEREAS,  each of the Company and the Guarantor  executed and delivered
an  Indenture  dated as of August 15,  1997  (hereinafter  called the  "Original
Indenture")  between the Company and the Trustee providing for the issuance from
time to time of its debentures,  notes or other evidences of indebtedness in one
or more series (hereinafter called the "Securities"); and

         WHEREAS,  Section 10.01(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;

         WHEREAS, the Guarantor desires to make the Guarantees (as defined in 
the Original Indenture) as provided in 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, the Guarantor 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  Indenture  is amended as follows:  The  following
definitions   supplement  the  definitions  in  Section  1.01  of  the  Original
Indenture.

Page 1

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         "Comparable  Treasury Issue" means the United States Treasury  security
selected  by the  Independent  Investment  Banker  as  having  a  maturity  most
comparable  to the  remaining  term of the 2007 Notes or the 2027 Notes (each as
herein  defined),  as the case may be,  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 the 2007 Notes or the 2027 Notes, as the case may be.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the  Comparable  Treasury  Issue
(expressed in each case as a percentage  of its  principal  amount) on the third
business  day  preceding  such  redemption  date,  as set  forth  in  the  daily
statistical  release (or any successor release) published by the Federal Reserve
Bank of New  York  and  designated  "Composite  3:30  p.m.  Quotations  for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such  business  day, the average of
the Reference Treasury Dealer Quotations for such redemption price.

     "Independent  Investment  Banker" means J.P. Morgan  Securities Inc. or, if
such firm is unwilling or unable to select the  Comparable  Treasury  Issue,  an
independent  investment  banking  institution of national standing in the United
States appointed by the Board of Directors of the Company in good faith.

     "Managing General Partner" means ServiceMaster  Management  Corporation,  a
Delaware corporation.

      "Reference  Treasury Dealer" means each of J.P. Morgan  Securities Inc.
and its respective successors; provided, however, that if such firm ceases to be
a primary U.S.  Government  securities  dealer in New York, New York (a "Primary
Treasury  Dealer") or  otherwise  fails to provide a Reference  Treasury  Dealer
Quotation,  the Company  will  substitute  therefor any other  Primary  Treasury
Dealer.

         "Reference  Treasury  Dealer  Quotation"  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., New York,
New York time, on the third business day preceding such redemption date.

Page 2

<PAGE>

         "Remaining  Scheduled  Payments" means,  with respect to the 2007 Notes
and the 2027 Notes, as the case may be, the remaining  scheduled payments of the
principal  thereof to be redeemed and  interest  thereon that would be due after
the related redemption date but for such redemption;  provided, however, that if
such redemption date is not an interest  payment date with respect to such note,
the amount of the next  succeeding  scheduled  interest  payment thereon will be
reduced by the amount of interest accrued thereon to such redemption date.

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

         SECTION  2.  Pursuant  to  Sections  2.01  and  2.03  of  the  Original
Indenture,  the Company shall issue and the Guarantor shall guarantee  (pursuant
to Article 4 of the Original Indenture) the following series of Securities,  the
form of each Security of each series to be  substantially  in the form set forth
in Exhibits 1 and 2:

          (a) A series of notes under the Original  Indenture  designated as the
6.95%  Notes due August 15,  2007 (the "2007  Notes").  The series of 2007 Notes
will be limited to $100,000,000  aggregate  principal  amount and will mature on
August 15, 2007 at 100% of their principal amount, unless earlier redeemed.  The
2007 Notes will be issuable  in  denominations  of $1,000 or integral  multiples
thereof.  Each 2007 Note will bear  interest from August 19, 1997 at the rate of
6.95% per annum,  payable  semi-annually  (to  holders of record at the close of
business on February 1 or August 1 immediately  preceding  the interest  payment
date) on February 15 and August 15 of each year beginning February 15, 1998. The
2007 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) the sum of the present  values of the Remaining
Scheduled  Payments thereon  discounted to the redemption date, on a semi-annual
basis, at the Treasury Yield 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  fifteenth  day next
preceding  such  interest  payment  date.  The 2007 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.

Page 3

<PAGE>

          (b) A series of notes under the Original  Indenture  designated as the
2027 Notes due August 15, 2027 (the "2027 Notes"). The series of 2027 Notes will
be limited to $200,000,000  aggregate principal amount and will mature on August
15, 2027 at 100% of their principal amount,  unless earlier  redeemed.  The 2027
Notes will be issuable in denominations of $1,000 or integral multiples thereof.
Each 2027 Note will bear  interest from August 19, 1997 at the rate of 7.45% per
annum,  payable  semi-annually (to holders of record at the close of business on
the February 1 or August 1 immediately  preceding the interest  payment date) on
February 15 and August 15 of each year  beginning  February 15,  1998.  The 2027
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)  the  sum of the  present  values  of the  Remaining
Scheduled  Payments thereon  discounted to the redemption date, on a semi-annual
basis, at the Treasury Yield plus 20 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  fifteenth  day next
preceding  such  interest  payment  date.  The 2027 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.

         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 2007 Notes
and 2027  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 Securities.

         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.  The Original Indenture as supplemented by this First Supplemental
Indenture is hereby in all respects ratified and confirmed.

Page 4

<PAGE>

         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 Guarantor,  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.

Page 5

<PAGE>


                                   SIGNATURES

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


                                        The ServiceMaster Company Limited
                                        Partnership, as the Company

                                        By ServiceMaster Management Corporation,
                                           its General Partner


                                        By: /s/

                                            Title:


                                        ServiceMaster Limited Partnership,
                                        as the Guarantor

                                        By ServiceMaster Management Corporation,
                                           its General Partner


                                        By: /s/

                                            Title:

                                        Harris Trust and Savings Bank,
                                        as Trustee


                                        By: /s/

                                            Title:
Page 6
<PAGE>

STATE OF ILLINOIS )
                  )
COUNTY OF DUPAGE  )

         BEFORE ME, the undersigned authority,  on this ___ day of August, 1997,
personally   appeared    ______________________,    _______________________   of
ServiceMaster  Management Corporation,  the general partner of The ServiceMaster
Company Limited  Partnership,  a Delaware  limited  partnership (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 general partner on behalf of the Company for the purposes and consideration
herein expressed and in the capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL THIS ____ DAY OF  AUGUST, 1997.

(SEAL)



                                   NOTARY PUBLIC, STATE OF ILLINOIS

                                   Print Name:

                                   Commission Expires:

STATE OF ILLINOIS )
                  )
COUNTY OF DUPAGE  )

         BEFORE ME, the undersigned authority,  on this ___ day of August, 1997,
personally   appeared   _______________________,    _______________________   of
ServiceMaster  Management  Corporation,  the  general  partner of  ServiceMaster
Limited Partnership, a Delaware limited partnership (the "Guarantor"),  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  general
partner on behalf of the  Guarantor  for the purposes and  consideration  herein
expressed and in the capacity therein stated.

         GIVEN UNDER MY HAND AND SEAL THIS _____ DAY OF AUGUST, 1997.

(SEAL)

                                   NOTARY PUBLIC, STATE OF ILLINOIS

                                   Print Name:

                                   Commission Expires:

Page 7
<PAGE>





STATE OF ILLINOIS )
                  )
COUNTY OF COOK    )

         BEFORE ME, the undersigned authority,  on this ___ day of August, 1997,
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 AUGUST, 1997.

(SEAL)


                                   NOTARY PUBLIC, STATE OF ILLINOIS

                                   Print Name:

                                   Commission Expires:
Page 8
<PAGE>


                             [FORM OF FACE OF NOTE]

                                                                       Exhibit 1


No.                                                                            $


                            The ServiceMaster Company
                               Limited Partnership

                                     % Note

                                  Due [ ], 2007


         The  ServiceMaster  Company  Limited  Partnership,  a Delaware  limited
partnership (the "Company",  which term includes any successor corporation under
the Indenture  hereinafter referred to), for value received,  hereby promises to
pay to , or  registered  assigns,  at the office or agency of the Company in New
York, New York, the principal sum of
                 on , in the coin or currency of the United  States,  and to pay
interest, semi-annually on , and of each year, commencing
                , 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
or the
                , 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 , 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 or , as the case may be,  and  before
the following
                 or , this Note shall  bear  interest  from such or ;  provided,
that if the Company  shall  default in the payment of interest  due on such or ,
then  this  Note  shall  bear  interest  from the next  preceding  or , 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
                . The  interest  so payable  on any or will,  subject to certain

Exh. 1, Page 1
<PAGE>

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
                 or , as the case may be,  next  preceding  such or , whether or
not such day is a Business Day.

         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.

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



         Dated:

                               THE SERVICEMASTER COMPANY
                               LIMITED PARTNERSHIP

                               By ServiceMaster Management Corporation,
                                  its General Partner


                               By
                               Name:
                               Title:


                               By
                               Name:
                               Title:

Attest:

Exh. 1, Page 2
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

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

         Dated:                             Harris Trust and Savings Bank,
                                                 as Trustee


                                            By
Authorized Signatory

Exh. 1, Page 3
<PAGE>


                               [FORM OF GUARANTEE]

         ServiceMaster    Limited    Partnership   (the   "Guarantor")    hereby
unconditionally  guarantees  to the holder of this Note duly  authenticated  and
delivered by the Trustee,  the due and punctual  payment of the  principal,  and
premium,  if any,  of  (including  any  amount  in  respect  of  original  issue
discount),  and  interest  (including,  in the event the  Company  defaults on a
payment of interest on the  Securities,  defaulted  interest plus (to the extent
lawful) any interest payable on the defaulted  interest),  if any (together with
any additional amounts payable pursuant to the terms of this Note), on this Note
and the due and  punctual  payment of the sinking  fund  payments,  if any,  and
analogous obligations,  if any, provided for pursuant to the terms of this Note,
when and as the same shall become due and  payable,  whether at maturity or upon
redemption or upon  declaration of  acceleration  or otherwise  according to the
terms of this Note and of the  Indenture.  In case of default by the  Company in
the payment of any such  principal  (including any amount in respect of original
issue  discount),  interest  (including,  in the event the Company defaults on a
payment of interest on the  Securities,  defaulted  interest plus (to the extent
lawful) any interest payable on the defaulted  interest),  if any (together with
any additional amounts payable pursuant to the terms of this Note), sinking fund
payment,  or analogous  obligation,  the Guarantor agrees duly and punctually to
pay the same. The Guarantor  hereby agrees that its obligations  hereunder shall
be absolute  and  unconditional  irrespective  of any  extension of the time for
payment  of  this  Note,  any   modification   of  this  Note,  any  invalidity,
irregularity or unenforceability  of this Note or the Indenture,  any failure to
enforce  the same or any  waiver,  modification  or  indulgence  granted  to the
Company with respect  thereto by the holder of this Note or the Trustee,  or any
other  circumstances  which  may  otherwise  constitute  a  legal  or  equitable
discharge of a surety or  guarantor.  The  Guarantor  hereby  waives  diligence,
presentment,  demand of  payment,  filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a demand or proceeding
first  against the  Company,  protest or notice with respect to this Note or the
indebtedness  evidenced thereby and all demands  whatsoever,  and covenants that
this  guarantee will not be discharged as to this Note except by payment in full
of the principal of (including  any amount  payable in respect of original issue
discount),  and  interest  (including,  in the event the  Company  defaults on a
payment of interest on the  Securities,  defaulted  interest plus (to the extent
lawful) any interest payable on the defaulted  interest),  if any (together with
any additional amounts payable pursuant to the terms of this Note), thereon.


Exh. 1, Page 4
<PAGE>


         Upon making any payment hereunder, the Guarantor shall be subrogated to
the  rights of a Holder  against  the  Company  with  respect  to such  payment;
provided that the Guarantor  shall not enforce any payment by way of subrogation
until all amounts of Principal of and interest on the  Securities  and all other
amounts payable by the Company under this Indenture have been paid in full.

         This guarantee shall not be valid or become  obligatory for any purpose
with respect to this Note until the certificate of  authentication  on this Note
shall have been signed by the Trustee.

         IN WITNESS WHEREOF,  ServiceMaster  Limited Partnership has caused this
guarantee to be signed manually or by facsimile by its duly authorized officers.



                                    SERVICEMASTER LIMITED PARTNERSHIP

                                    By ServiceMaster Management Corporation,
                                       its General Partner


                                    By ________________________________
                                    Name:
                                    Title:


                                    By ________________________________
                                    Name:
                                    Title:

Exh. 1, Page 5
<PAGE>


                                 REVERSE OF NOTE
                            The ServiceMaster Company
                               Limited Partnership

                                     % Note
                                  Due [ ], 2007

         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 August 15, 1997 (as  supplemented
by  the  First  Supplemental   Indenture  dated  as  of  August  15,  1997,  the
"Indenture"), among the Company, ServiceMaster Limited Partnership, as Guarantor
and Harris Trust and Savings Bank, as Trustee (herein called the "Trustee"),  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 % Notes Due [ ], 2007 of the  Company,  limited in  aggregate
principal amount to $100,000,000.



         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 % Notes [ ], 2007,  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.

Exh. 1, Page 6
<PAGE>

         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 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.

Exh. 1, Page 7
<PAGE>

         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  authentication  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.

         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) the sum of the  present  values of the
Remaining  Scheduled  Payments  thereon  discounted to the redemption date, on a
semi-annual basis, at the Treasury Yield plus [____] 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
fifteenth day next preceding such interest payment date.

Exh. 1, Page 8
<PAGE>

         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 Guarantor, 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  Guarantor  nor the Trustee nor any agent of the
Company,  the  Guarantor  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,  the Guarantor or the Managing  General Partner 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, the Guarantor or
the Managing General Partner or any successor corporation of any of them, either
directly or through the Company,  the Guarantor or the Managing  General Partner
or any successor  corporation of any of them,  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.

Exh. 1, Page 9
<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.

Exh. 1, Page 10
<PAGE>

                             [FORM OF FACE OF NOTE]

                                                                       Exhibit 2
No.      $

                            The ServiceMaster Company
                               Limited Partnership

                                     % Note

                                  Due [ ], 2027

         The  ServiceMaster  Company  Limited  Partnership,  a Delaware  limited
partnership (the "Company",  which term includes any successor corporation under
the Indenture  hereinafter referred to), for value received,  hereby promises to
pay to , or  registered  assigns,  at the office or agency of the Company in New
York, New York, the principal sum of
                 on , in the coin or currency of the United  States,  and to pay
interest, semi-annually on , and of each year, commencing
                , 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
or the
                , 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 , 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 or , as the case may be,  and  before
the following
                 or , this Note shall  bear  interest  from such or ;  provided,
that if the Company  shall  default in the payment of interest  due on such or ,
then  this  Note  shall  bear  interest  from the next  preceding  or , to which

Exh. 2, Page 1
<PAGE>

interest has been paid or duly  provided for or, if no interest has been paid or
duly provided for on these Notes, from
                . The  interest  so payable  on any or 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
                 or , as the case may be,  next  preceding  such or , whether or
not such day is a Business Day.

         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.

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

         Dated:

                                        THE SERVICEMASTER COMPANY
                                        LIMITED PARTNERSHIP


                                        By ServiceMaster Management Corporation,
                                             its General Partner


                                        By
                                        Name:
                                        Title:


                                        By
                                        Name:
                                        Title:

Attest:

Exh. 2, Page 2
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

Dated:
                                            Harris Trust and Savings Bank,
                                                 as Trustee


                                            By
                                               Authorized Signatory

Exh. 2, Page 3
<PAGE>

                               [FORM OF GUARANTEE]

         ServiceMaster    Limited    Partnership   (the   "Guarantor")    hereby
unconditionally  guarantees  to the holder of this Note duly  authenticated  and
delivered by the Trustee,  the due and punctual  payment of the  principal,  and
premium,  if any,  of  (including  any  amount  in  respect  of  original  issue
discount),  and  interest  (including,  in the event the  Company  defaults on a
payment of interest on the  Securities,  defaulted  interest plus (to the extent
lawful) any interest payable on the defaulted  interest),  if any (together with
any additional amounts payable pursuant to the terms of this Note), on this Note
and the due and  punctual  payment of the sinking  fund  payments,  if any,  and
analogous obligations,  if any, provided for pursuant to the terms of this Note,
when and as the same shall become due and  payable,  whether at maturity or upon
redemption or upon  declaration of  acceleration  or otherwise  according to the
terms of this Note and of the  Indenture.  In case of default by the  Company in
the payment of any such  principal  (including any amount in respect of original
issue  discount),  interest  (including,  in the event the Company defaults on a
payment of interest on the  Securities,  defaulted  interest plus (to the extent
lawful) any interest payable on the defaulted  interest),  if any (together with
any additional amounts payable pursuant to the terms of this Note), sinking fund
payment,  or analogous  obligation,  the Guarantor agrees duly and punctually to
pay the same. The Guarantor  hereby agrees that its obligations  hereunder shall
be absolute  and  unconditional  irrespective  of any  extension of the time for
payment  of  this  Note,  any   modification   of  this  Note,  any  invalidity,
irregularity or unenforceability  of this Note or the Indenture,  any failure to
enforce  the same or any  waiver,  modification  or  indulgence  granted  to the
Company with respect  thereto by the holder of this Note or the Trustee,  or any
other  circumstances  which  may  otherwise  constitute  a  legal  or  equitable
discharge of a surety or  guarantor.  The  Guarantor  hereby  waives  diligence,
presentment,  demand of  payment,  filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a demand or proceeding
first  against the  Company,  protest or notice with respect to this Note or the
indebtedness  evidenced thereby and all demands  whatsoever,  and covenants that
this  guarantee will not be discharged as to this Note except by payment in full
of the principal of (including  any amount  payable in respect of original issue
discount),  and  interest  (including,  in the event the  Company  defaults on a
payment of interest on the  Securities,  defaulted  interest plus (to the extent
lawful) any interest payable on the defaulted  interest),  if any (together with
any additional amounts payable pursuant to the terms of this Note), thereon.

Exh. 2, Page 4
<PAGE>

         Upon making any payment hereunder, the Guarantor shall be subrogated to
the  rights of a Holder  against  the  Company  with  respect  to such  payment;
provided that the Guarantor  shall not enforce any payment by way of subrogation
until all amounts of Principal of and interest on the  Securities  and all other
amounts payable by the Company under this Indenture have been paid in full.

         This guarantee shall not be valid or become  obligatory for any purpose
with respect to this Note until the certificate of  authentication  on this Note
shall have been signed by the Trustee.

         IN WITNESS WHEREOF,  ServiceMaster  Limited Partnership has caused this
guarantee to be signed manually or by facsimile by its duly authorized officers.



                                    SERVICEMASTER LIMITED PARTNERSHIP

                                    By ServiceMaster Management Corporation,
                                       its General Partner


                                    By ________________________________
                                    Name:
                                    Title:


                                    By ________________________________
                                    Name:
                                    Title:
Exh. 2, Page 5
<PAGE>

                                 REVERSE OF NOTE
                            The ServiceMaster Company
                               Limited Partnership

                                     % Note
                                  Due [ ], 2027

         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 August 15, 1997 (as  supplemented
by  the  First  Supplemental   Indenture  dated  as  of  August  15,  1997,  the
"Indenture"), among the Company, ServiceMaster Limited Partnership, as Guarantor
and Harris Trust and Savings Bank, as Trustee (herein called the "Trustee"),  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 % Notes Due [ ], 2027 of the  Company,  limited in  aggregate
principal amount to $200,000,000.

         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 % Notes  Due [ ],  2027,  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.

Exh. 2, Page 6
<PAGE>

         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 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

Exh. 2, Page 7
<PAGE>
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  authentication  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.

         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.

Exh. 2, Page 8
<PAGE>
         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) the sum of the  present  values of the
Remaining  Scheduled  Payments  thereon  discounted to the redemption date, on a
semi-annual basis, at the Treasury Yield plus [____] 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
fifteenth day next preceding such interest payment date.

         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 Guarantor, 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  Guarantor  nor the Trustee nor any agent of the
Company,  the  Guarantor  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,  the Guarantor or the Managing  General Partner 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, the Guarantor or
the Managing General Partner or any successor corporation of any of them, either
directly or through the Company,  the Guarantor or the Managing  General Partner
or any successor  corporation of any of them,  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.

Exh. 2, Page 9
<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.

Exh. 2, Page 10