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                                                                   EXHIBIT 10.49


                               OPTION CERTIFICATE

                         OPTION TO PURCHASE COMMON STOCK

                                       OF

                              THE DWYER GROUP, INC.

                               Date: July 31, 1995



         This is to certify that, for value received, DONALD E. LATIN
("Holder"), is entitled to purchase, subject to the provisions of this Option,
from THE DWYER GROUP, INC., a Delaware corporation ("Company"), ten thousand
(10,000) shares of Company's common stock, $.10 par value (such class of stock
being referred to herein as the "Stock"), at Three and 375/1000 Dollars ($3.375)
per share (the "Exercise Price"). The number of shares of Stock to be received
hereinafter set forth. The shares of Stock or other securities or property
deliverable upon such exercise, as adjusted from time to time, are hereinafter
sometimes referred to as "Option Shares." Unless the context otherwise requires,
the term "Option" or "Options" as used herein includes this Option and any other
Option or Options which may be issued pursuant to the provisions of this Option,
whether upon transfer, assignment, partial exercise, divisions, combinations,
exchange or otherwise, and the term "Holder" includes any registered transferee
or transfers or registered assignees of Holder, who in each case shall be
subject to the provisions of this Option, and when used with reference to Option
Shares, means the holder or holders of such Option Shares.

         SECTION 1. Exercise of Option. Subject to the provisions of Section 9
hereof, this Option may be exercised in whole or in part at any time or from
time during the period commencing on July 31, 1995 (the "Commencement Date") and
ending 5:00 P.M., Central Standard Time, on the date which is five (5) years
after the Commencement Date (the "Expiration Date"), by presentation and
surrender to Company at its principal office of this Option and the Purchase
Form annexed hereto duly executed and accompanied by payment, in cash, certified
or official bank check payable to the order of Company in the amount of the
Exercise Price for the number of Option Shares specified in such form. If this
Option is exercised in part only, Company shall, promptly after presentation of
this Option upon such exercise, execute and deliver a new Option evidencing the
rights of Holder thereof to purchase the balance of the Option Shares
purchasable hereunder upon the same terms and conditions as herein set forth.
Upon and as of receipt by Company at its office, in proper form for exercise and
accompanied by payment as herein provided, Holder shall be deemed to be the
holder of record of the shares of Stock issuable upon such exercise,
notwithstanding that the stock transfer books of Company shall then be closed or
that certificates representing such shares of Stock shall not then be actually
delivered to Holder.



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         SECTION 2. Reservation of Shares. Company shall at all times after the
Commencement Date and until expiration of this Option the number of Option
Shares as shall be required for issuance and delivery upon exercise of this
Option.

         SECTION 3. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Option.
With respect to any fraction of a share called for upon exercise hereof, Company
shall pay to Holder an amount in cash equal to such fraction multiplied by the
current market value such fractional share, determined as follows:

                  (1) if the Stock is listed on a national securities exchange
                      or admitted to unlisted trading privileges thereon, the
                      current value shall be the last reported sale price of the
                      Stock on such exchange on the last business day prior to
                      the date of exercise of the Option, or if no such sale is
                      made on such day, such price of the Stock for such
                      immediately preceding day as such a sale occurred on such
                      exchange; or

                  (2) if the Stock is not so listed or admitted to unlisted
                      trading privileges, the current value shall be the mean of
                      the last reported high and low prices of the Stock
                      reported by a comparable exchange system selected by the
                      Board of Directors of Company, on the last business day
                      prior to the date of the exercise of this Option; or

                  (3) if the Stock is not so listed or admitted to unlisted
                      trading privileges, and bid and asked prices are not so
                      reported the current value shall be an amount, not less
                      than book value per share of stock, determined in such
                      reasonable manner as may be agreed to by the Board of
                      Directors of Company and the Holder.


         SECTION 4.   Transfer, Assignment or Loss of Option.

                  (1) This Option may not be assigned or transferred without the
                      prior written consent of the Company. Any purported
                      transfer or assignment made other than in accordance with
                      this Section 4 shall be null and void and of no force and
                      effect.

                  (2) Upon receipt by Company of evidence satisfactory to it of
                      the loss, theft, destruction or mutilation of this Option,
                      and (in the case of loss, theft or destruction) of
                      reasonable satisfactory indemnification to Company or (in
                      the case of mutilation) presentation of this Option for
                      surrender and cancellation, Company will execute and
                      deliver a new Option of like tenor and date and any such
                      lost, stolen, destroyed or



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                       mutilated Option shall thereupon become void. Any Option
                       Certificate or Certificates of different denominations,
                       of like tenor and representing the aggregate the same
                       number of Options, upon surrender of such Option
                       Certificate or Certificates, with the Form of Assignment
                       fully filled in and executed, to the Company at its
                       principal office, at any time or from time to time after
                       the close of business on the Expiration Date. The Company
                       shall promptly cancel the surrendered Option Certificate
                       and deliver the new Option Certificate pursuant to the
                       provisions of this Section.


         SECTION 5.   Adjustment in the Number of Option Shares Purchasable and
                      Exercise Price.

         5.1 The number of shares of Stock for which this Option may be
exercised shall be subject to adjustment as follows:

                  (1) in the event there is a subdivision or combination of the
                      outstanding shares of Stock into a larger or smaller
                      number of shares, the number of shares of Stock for which
                      this Option may be exercised shall be increased or reduced
                      in the same proportion as the increase or decrease in the
                      outstanding shares of stock:

                  (2) if Company declares a dividend on Stock or securities
                      convertible into Stock, the number of shares of Stock for
                      which this Option may be exercised shall be increased, as
                      of the record date for determining which holders of Stock
                      shall be entitled to receive such dividend, in proportion
                      to the increase in the number of outstanding shares of
                      Stock as a result of such dividend:

                  (3) if Company decides to offer rights to all holders of Stock
                      which entitle them to subscribe to additional Stock or
                      securities convertible into Stock, Company shall give
                      written notice of any such proposed rights offering the
                      Holder at least fifteen days prior to the proposed record
                      date in order to permit Holder to exercise this Option on
                      or before such record date. There shall be no adjustment
                      in the number of shares of Stock for which this Option may
                      be exercised or the Exercise Price by virtue of such
                      rights offering or by virtue of any sale of any class of
                      securities of Company pursuant to such rights offering;
                      and

                  (4) if the Company declares a dividend to its shareholders of
                      securities of any subsidiary of the Company, Holder, upon
                      exercise thereof, shall be entitled to receive the shares
                      of such securities that Holder would have been entitled to
                      receive at the same aggregate Exercise Price if Holder's
                      Option had been exercised immediately prior to such
                      dividend.



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         5.2 In the event at any time prior to the expiration of this Option of
any reorganization or reclassification of the outstanding shares of Stock (other
than a change in par value, or from no par value to par value, or from par value
to non par value, or as a result of a subdivision or combination), Holder shall
have the right, but not the obligation, to exercise this Option. Upon such
exercise, Holder shall have the right to receive the same kind and number of
shares of stock and other securities, cash or other property as would have been
distributed to Holder upon such reorganization or reclassification had Holder
exercised this Option immediately prior to such reorganization or
reclassification. Holder shall pay upon exercise such Exercise Price that
otherwise would have been payable pursuant to the terms of this Option. If any
such reorganization or reclassification results in a cash distribution in excess
of the Exercise Price provided by this Option, Holder may, at Holder's option,
exercise this Option without making payment of this Exercise Price, and in such
case Company shall, upon distribution to Holder, consider the Exercise Price to
have been paid in full, and in making settlement to Holder, shall deduct an
amount equal to the Exercise Price from the amount payable to Holder.

         5.3 If Company shall, at any time prior to the expiration of this
Option, dissolve, liquidate or wind up its affairs, Holder shall have the right,
but not the obligation, to exercise this Option. Upon such exercise Holder shall
have the right to receive, in lieu of the shares of Stock that Holder otherwise
would have been entitled to receive, the same kind and amount of assets as would
have been issued, distributed or paid to Holder upon any such dissolution,
liquidation or winding up with respect to such shares of Stock had Holder been
the holder of record of such shares of Stock receivable upon exercise of this
Option on the date for determining those entitled to receive any such
distribution. If any such dissolution, liquidation or winding up results in any
cash distribution in excess of the Exercise Price provided for by this Option,
Holder may, at Holder's option, exercise this Option without making payment of
the Exercise Price and, in such case, Company shall, upon distribution to
Holder, consider the Exercise Price to have been paid in full, and in making
settlement to Holder shall deduct an amount equal to the Exercise Price from the
amount payable to Holder.

         5.4 In the event at any time prior to the expiration of this Option
that Company is merged into or consolidated with another corporation under
circumstances where Company is not the surviving corporation, or more than 50
percent (50%) of the outstanding voting securities of Company are owned by
another corporation as a result of such merger or consolidation, then at the
election of the Board of Directors of Company:

                  (1) the successor entity shall assume Company's obligations
                  hereunder and Holder shall be entitled, upon exercise of this
                  Option, to receive in lieu of shares of Stock shares of such
                  stock or other securities as the holder of shares of Stocks
                  received pursuant to the terms of the merger or consolidation
                  or



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                  (2) this Option may be canceled by the Board of Directors of
                  Company as of the effective date of any such merger or
                  consolidation, provided that:

                               (a)   written notice of such cancellation shall
                               be given to Holder, and

                               (b) Holder shall have the right to exercise this
                               Option in full during a thirty day period
                               preceding the effective date of such merger or
                               consolidation.

         5.5 Company may retain a firm of independent public accountants of
recognized standing (who may be any such firm regularly employed by Company) to
make any computation required under this Section 5, and a certificate signed by
such firm shall be conclusive evidence of the correctness of any computation
made under this Section.

         5.6 Whenever the number of shares of Stock purchasable upon the
exercise of this Option is adjusted as herein provided, the Exercise Price shall
be adjusted by multiplying the applicable Exercise Price immediately prior to
such adjustment by a fraction, the numerator of which shall be the number of
shares of Stock purchasable upon exercise of this Option immediately prior to
such adjustment and the denominator of which shall be the number of shares of
Stock purchasable immediately after such adjustment.

         SECTION 6. Officer's Certificate. Whenever the number of Option Shares
or the Exercise Price shall be adjusted as required by the provisions of Section
5 hereof, Company forthwith shall file in the custody of its secretary or an
assistant secretary, at its principal office, a certificate of the chief
executive officer of Company setting forth the number and kind of shares
purchasable, as so adjusted, stating that such adjustments in the number of kind
of shares or other securities conform to the requirements of Section 5 of this
Option, and setting forth a brief statement of the facts accounting for such
adjustments. Promptly after receipt of such certificate, the Company will
deliver, by first-class, postage pre-paid mail, a brief summary thereof (to be
supplied by the Company) to the Holder; provided, however, that failure to file
or to give any notice required under this Subsection, or any defect therein,
shall not affect the legality or validity of any such adjustments under Section
5. Each such officer's certificate shall be made available at all reasonable
times during reasonable hours for inspection by Holder.

         SECTION 7.   Notice to Holder.  So long as this Option shall be
outstanding, if:

         (1)      Company shall pay any dividend or make any distribution upon
the Stock otherwise than in cash or

         (2)      Company shall offer to the holders of Stock for subscription
or purchase by them any shares of any class of stock of the Company or any other
rights or



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         (3) there shall be any capital reorganization of Company,
reclassification of the capital stock of Company, consolidation or merger of
Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of Company, or voluntary or
involuntary dissolution, liquidation or winding up of Company, then in any such
event, Company shall cause to be mailed by certified mail to Holder, at least
twenty (20) days prior to the relevant date described below, a notice containing
a brief description of the proposed action and stating the date or expected date
on which a record is to be taken for the purpose of such dividend, distribution
or rights, or such reclassification, organization, consolidation, merger,
conveyance, lease or transfer, dissolution, liquidation or winding up and the
date or expected date as of which the holders of Stock of record shall be
entitled to exchange their shares of Stock for securities or other property
deliverable upon such event.

         SECTION 8.   Option Certificate Holder Not Deemed a Stockholder.
Holder shall not, solely because of holding the Option, be entitled to vote,
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company which at any time may be issuable on the exercise of
the Options for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any time thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance or otherwise), or to receive notice
of meetings or other actions affecting stockholders (except as provided in
Section 7 hereof), or to receive dividend or subscription rights, or otherwise,
until such Option Certificate shall have been exercised in accordance with the
provisions hereof and the receipt of the Exercise Price and any other amounts
payable upon such exercise by the Company.

         SECTION 9.   Registration Rights.

         9.1 Registration Rights. In the event the Company files a registration
statement (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") Holder may demand the inclusion in such
Registration Statement (and any related qualification under blue sky laws or
other compliance) of the Option.

         9.2   Registration Procedures.

               (1)    In performing its obligations under Section 9.1 with
respect to registration of the Options, Company shall, subject to the
limitations provided herein, as expeditiously as possible:

                      (A) before filing the Registration Statement or the
         prospectus (the "Prospectus") which will be included as a part of the
         Registration Statement, or any amendments thereto, including documents
         incorporated by reference, Company will furnish to Holder draft copies
         of all such documents proposed to be filed (other than exhibits, unless
         so requested) a reasonable time prior thereto,



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         which documents will be subject to the reasonable review of Holder and
         its counsel, and will notify Holder of any stop order issued or
         threatened by the Commission in connection therewith and take all
         reasonable actions required to prevent the entry of such stop order or
         to remove such stop order if entered;

                      (B) prepare and file with the Commission such amendments
         and supplements to the Registration Statement and the Prospectus used
         in connection therewith as may be necessary to keep the Registration
         Statement current and effective and to comply with the provisions of
         the Securities Act with respect to the disposition of this Option and
         all Option Shares covered by the Registration Statement;

                      (C) use its reasonable efforts to (a) register or qualify
         the Options and Option Shares under such other securities or blue sky
         laws of such jurisdictions as Holder shall reasonably request, (b)
         Registration Statement remains in effect, and (c) take any other action
         which may be reasonably necessary or advisable to enable Holder to
         consummate the disposition of the Options or Option Shares in such
         jurisdictions, except that Company shall no for any such purpose be
         required to qualify generally to do business as a foreign corporation
         in any jurisdiction wherein it would not but for the requirements of
         this subdivision (iii) be obligated to be so qualified;

                      (D) use its reasonable efforts to cause the Options and
         Option Shares to be registered with or approved by such other United
         States federal or state governmental agencies or authorities as may be
         necessary to enable Holder to consummate the disposition of the Options
         or Option Shares;

                      (E) if requested by Holder, promptly incorporate in a
         prospectus supplement or post-effective amendment such information as
         Holder reasonably requests to be included therein with respect to the
         number of Option Shares being sold by Holder and Holder's plan of
         distribution and promptly make all required filings of such prospectus
         supplement or post-effective amendment;

                      (F) cooperate with Holder to facilitate with timely
         preparation and delivery of certificates (not bearing any restrictive
         legends) representing Option Shares to be sold under the Registration
         Statement, in such denominations and registered in such names as Holder
         may reasonably request.

         (2) All expenses incident to Company's performance of its obligations
under this Section 9, including without limitations, all registration and filing
fees, fees and expenses of compliance with securities and blue sky laws,
printing expenses, fees and disbursements of Company's counsel, independent
certified public accountants, and other persons retained by Company (all such
expenses being therein call "Registration Expenses) will be borne by Company.
The Shareholder shall be responsible for all selling fees, expenses, discounts
and commissions relating to the Option Shares and for the fees and expenses of
counsel and other persons engaged by the Shareholder.




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         (3) The Company shall take all actions reasonable necessary to enable
the Holder to sell the Option Shares without registration under the Securities
Act within the limitations of the exemptions provided by (a) Rule 144 under the
Securities Act, as such Rule may be amended from time to time; or (b) any
similar rule or regulation hereafter adopted by the commission including,
without limitation, filing on a timely basis all reports required to be filed by
the Securities Exchange Act of 1934, as amended. Upon the request of the Holder,
the Company will deliver to the Holder a written statement as to whether it has
complied with such requirements.

         9.3   Obligations of Holder.

         (1) Holder agrees that it will offer and sell Options or Option Shares
in compliance with all applicable state and federal securities laws.

         (2) Holder agrees to promptly notify Company after any Options or
Option Shares are sold and when Holder elects to terminate all further offers
and sales of this Options Shares pursuant to the Registration Statement.

         9.4   Indemnification.

         (1) Indemnification by the Company. To the extent permitted by law, the
Company will, and hereby does, indemnify and hold harmless Holder, its directors
and officers, each other natural person, corporation, business trust,
association, company, partnership, joint venture and other entity (each, a
"Person") who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls Holder or any such
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which Holder or any such
director or officer or underwriter or controlling Person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the company will
reimburse Holder and each such director, officer, underwriter and controlling
person for any legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim liability,
action or proceeding; provided that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written



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information furnished to the Company by Holder expressly for use in the
preparation thereof, and to the Company by Holder expressly for use in the
preparation thereof, and provided further that the Company shall not be liable
to any person to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or as based
upon any violation by it of the Securities Act or the Exchange Act. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of Holder or any such director, officer, underwriter or
controlling person and shall survive the transfer of Shares by Holder.

                  (2) Indemnification by Holder. To the extent permitted by law,
Holder will, and hereby does, indemnify and hold harmless in the same manner and
to the same extent as set further in subdivision (a) of this Section 9.4, each
underwriter, each Person who controls such underwriter within the meaning of the
securities Act, the Company, each director of the Company, each officer of the
Company and each other Person, if any, who controls the Company within the
meaning of the Securities Act, with respect to any statement of any untrue fact
in such Registration Statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission to state therein a material fact required to be state therein or
necessary to make the statements therein not upon and in strict conformity with
written information furnished to the Company by Holder expressly for use in the
preparation of such Registration Statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement, and with respect to any
violation by Holder of the Securities Act or the Exchange Act.

                  (3) Notices of Claim, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section 9.4,
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this Section 9.4, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgement a conflict of interest between such
indemnified and indemnifying party shall be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so as to assume the defense thereof, the
indemnifying party shall, without the consent of the indemnified party, consent
to the entry of any judgement or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from a liability in respect to such claim
or litigation.

                  (4) Other Indemnification. Indemnification similar to that
specified in the preceding subdivisions of this Section 9.4 (with appropriate
modifications) shall be given by the Company and Holder with respect to any
required registration or other



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qualification of securities under any Federal or state law or regulation of any
governmental authority other than the Securities Act.

                  (5) Indemnification Payments. The indemnification required by
this Section 9.4 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.

                  (6) Contribution. If the indemnification provided for in this
Section 9.4 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by reference to,
among other things, whether any action in question, including any untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 9.4(3), any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

                  (7) The parties hereto agree that it would not be just and
equitable if contribution pursuant to Section 9.4(f) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable consecrations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. If indemnification is
available under Section 9.4, the indemnifying parties shall indemnify each
indemnified party to the full extent provided in Section 9.4(1) through Section
9.4(5) without regard to the relative fault of said indemnifying party or
indemnified party or any other equitable consideration provided for in Section
9.4(6)

         9.5 Remedies. The Company stipulates that the remedies at law of the
Holder in the event of any default or threatened default by the company in the
performance of or compliance with any of the terms of this Option are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against the violation of any of the terms hereof or otherwise, in
addition to any other remedies which may be available at law or in equity.


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         SECTION 10. Agreement of Holder. The Holder, by accepting this Option
consents and agrees with the Company that:

                  (1) The Options are transferable on the registry books of the
                      Company only upon the terms and conditions set forth in
                      this Option; and

                  (2) The Company may deem and treat the person in whose name
                      the Option is registered as the absolute owner of the
                      Option (notwithstanding any notation of ownership or other
                      writing thereon made by anyone than the Company or the
                      Option Agent) for all purposes whatever and the Company
                      shall not be affected by any notice to the contrary,
                      except as set forth in Section 4 of the Option.

         SECTION 11. Governing Law. This Option shall be construed in accordance
with the laws of the State of Texas applicable to contracts executed and to be
performed wholly within such state.

         SECTION 12. Notice. Notices and other communications to be given to
Holder of the Options evidenced hereby shall be delivered by hand or by
certified first-class mail, postage prepaid, return receipt requested to Holder
at 12 Carmarthen Court, Dallas, Texas 75225, until another address is filed in
writing by the Holder with the Company. Notices or other communications to
Company shall be deemed to have been sufficiently give if delivered by hand or
by first-class mail, postage prepaid to Company at 1010-1020 North University
Parks Drive, Waco, Texas 76707, or such other address as Company shall have
designated by written notice to such registered owner as herein provided. Notice
by mail shall be deemed given when deposited in the United States mail, postage
prepaid, as herein provided.

         SECTION 13. Successors. All the covenants and provisions of this Option
by or for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder, and all covenants and provisions of this
Option by or for the benefit of the Holder of this Option shall bind and inure
to the benefit of the registered holder of the Options.

         SECTION 14. Termination. This Agreement shall terminate as of the close
of business on the Expiration Date, or such earlier date upon which all Options
shall have been exercised or deemed. However, with respect to obligations
contained herein regarding the registration of the Option Shares, such
obligations shall continue on and after the Expiration Date if the Option is
fully or partially exercised on or before the Expiration Date.

         SECTION 15. Benefits of This Agreement. Nothing in this Agreement or in
the Option Certificates shall be construed to give any person or corporation
other than the Company, and its respective successors and assigns hereunder and
the registered holders of the Options any legal or equitable right, remedy or
claim under this warrant, but this



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Agreement shall be for the sole and exclusive benefit of the Company and its
respective successors and assigns hereunder and the registered holders of the
Options.

         SECTION 16. Transfer Books. The Company will at no time close its
transfer books against the transfer of this Option in any manner which
interferes with the timely exercise of this Option.

         SECTION 17. Amendment. This Option Certificate may be modified or
amended and any provision hereof may be waived only by a writing executed by the
Company and the Holder.


         IN WITNESS WHEREOF, Company has executed this Option as of the date set
forth above.


                                            THE DWYER GROUP, INC.



                                            By:
                                               -------------------------------
                                               Robert Tunmire


THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED IN WHOLE OR IN
PART, UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), HAS BEEN DECLARED EFFECTIVE WITH RESPECT TO SUCH
SECURITIES, OR COUNSEL SATISFACTORY TO THE DWYER GROUP, INC. HAS RENDERED AN
OPINION TO THE DWYER GROUP, INC. IN FORM AND SUBSTANCE SATISFACTORY TO THE DWYER
GROUP, INC. THAT THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT
OR THE RULES AND REGULATIONS THEREUNDER.



Option to Purchase
TDG Common Stock                                                      12 of 12