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                                                                     EXHIBIT 4.2

                               FIRST AMENDMENT TO

              STERICYCLE, INC. 2000 NONSTATUTORY STOCK OPTION PLAN



    The Stericycle, Inc. 2000 Nonstatutory Stock Option Plan (the "Plan") is
amended as follows pursuant to the authority of the Board of Directors of
Stericycle, Inc. under Paragraph 10.2 of the Plan:

    1. PARAGRAPH 4.1. Paragraph 4.1 of the Plan is amended to read as follows:

       4.1  MAXIMUM NUMBER OF SHARES. The maximum total number of shares of
    Common Stock for which Options may be granted under this Plan is 750,000
    shares (subject to adjustment as provided in Paragraph 10.1).

    2. EFFECTIVE DATE. This Amendment shall be effective as of February 6, 2001.