EXHIBIT 4(k)


    Eighteenth Supplemental Collateral Trust Indenture dated July 16, 1998

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                                                                   EXHBIT 4(k)



                          ROLLINS TRUCK LEASING CORP.

                                      and

                           FIRST UNION NATIONAL BANK

                                  as Trustee



                       EIGHTEENTH SUPPLEMENTAL INDENTURE


                           Dated as of July 16, 1998

                                    to the

                          Collateral Trust Indenture

                          Dated as of March 21, 1983




        6.52% COLLATERAL TRUST DEBENTURES, Series S, DUE JULY 15, 2005


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                              TABLE OF CONTENTS*

Page

PARTIES                                                                    1

RECITALS:
Execution of Collateral Trust Indenture Supplemental
    Indentures                                                             1
    Issuance of Series S Debentures                                        1
    Text of Forms:
         Form of Face of Series S Debentures                               1
         Form of Trustee's Authentication Certificate
         for Series S Debentures                                           3
         Form of Reverse of Series S Debentures                            3
    All Things Done                                                        6

GRANTING CLAUSES:

    GRANTING CLAUSE I - Securities                                         7
    GRANTING CLAUSE II - Agreements and Assignments                        7
    GRANTING CLAUSE III - Other Securities and Property                    7
HABENDUM                                                                   7
GRANT IN TRUST                                                             7
GENERAL COVENANT                                                           7
SECTION 1.   Series S Debentures: Terms and Provisions                     8
SECTION 2.   Authentication and Delivery of Series S Debentures            9
SECTION 3.   Maintenance of Office or Agency; Authenticating
             Agent for Series S Debentures                                 9
SECTION 4.   Original Indenture Ratified                                   9
SECTION 5.   Trustee Not Responsible                                       10
SECTION 6.   Defined Terms                                                 10
SECTION 7.   Counterparts                                                  10
SECTION 8.   Applicable Law                                                10
TESTIMONIUM                                                                11
EXECUTION                                                                  11
ACKNOWLEDGEMENTS                                                           11


*Note:   This Table of Contents has been inserted for convenience and
         does not constitute a part of the Eighteenth Supplemental
         Indenture.

          EIGHTEENTH SUPPLEMENTAL INDENTURE (herein called the "Eighteenth
Supplemental Indenture"), dated as of July 16, 1998, between Rollins Truck
Leasing Corp., (formerly RLC CORP.) a Delaware corporation (herein called the
"Corporation"), and FIRST UNION NATIONAL BANK, as Trustee (herein called the
"Trustee").

          WHEREAS, the Corporation and the Trustee have heretofore executed
and delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986, by an Eighth Supplemental Indenture thereto dated May 15,
1990 and by a Seventeenth Supplemental Indenture thereto dated as of March 10,
1997 (the "Original Indenture"; the Original Indenture, and as supplemented by
this Eighteenth Supplemental Indenture, being herein called the "Indenture");

          WHEREAS, the Original Indenture provides that the Corporation and
the Trustee may enter into indentures supplemental to the Original Indenture,
among other things, to provide for the issuance from time to time of
debentures (defined in the Original Indenture as "Debentures") of the
Corporation;

          WHEREAS, the Corporation has determined to issue hereunder a series
of Debentures (herein called the "Series S Debentures") to be designated as
"6.52% Collateral Trust Debentures, Series S, Due July 15, 2005", to be in the
aggregate principal amount of $75,000,000;

          WHEREAS, the Series S Debentures and the Trustee's certificate to be
endorsed on the Series S Debentures are to be in the following forms, with
necessary or appropriate variations, omissions and insertions as permitted or
required by the Indenture:


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                     (FORM OF FACE OF Series S DEBENTURES)

                          Rollins Truck Leasing Corp.

         6.52% COLLATERAL TRUST DEBENTURE, Series S, DUE JULY 15, 2005

$____________________                                 PPN 775741 A# 8

                                                 No._____________________

          Rollins Truck Leasing Corp., a corporation organized and existing
under the laws of the State of Delaware (herein called the "Corporation",
which term shall include any successor corporation to the extent provided in
the Indenture hereinafter referred to), for value received, hereby promises to
pay to , or registered assigns, the principal sum of Dollars on July 15, 2005,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for public and private debts, and to pay
interest on said principal sum at the rate of 6.52% per annum (and at the rate
of 8.52% per annum on any overdue principal and, to the extent legally
enforceable, overdue installment of interest) in like coin or currency from
the fifteenth day of January or July, as the case may be, to which interest on
the Series S Debentures has been paid preceding the date hereof (unless the
date hereof is a January 15 or July 15 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid on the
Series S Debentures since the original issuance of this Debenture, in which
case from July 16, 1998), semiannually on each January 15 and July 15 until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after January 1 or July
1, as the case may be, and before the following January 15 or July 15, this
Debenture shall bear interest from such January 15 or July 15; provided,
however, that if the Corporation shall default in the payment of interest due
on such January 15 or July 15, then this Debenture shall bear interest from
the next preceding January 15 or July 15 to which interest has been paid or,
if no interest has been paid on the Series S Debentures since the original
issuance of this Debenture, from July 16, 1998. The interest so payable on any
January 15 or July 15 will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the person in whose
name this Debenture is registered at the close of business on January 1 or
July 1, as the case may be, next preceding such January 15 or July 15. Payment
of the principal of and interest on this Debenture will be made at the office
or agency of the Corporation in the Borough of Manhattan, The City of New
York, New York; provided, however, that interest may be paid, at the option of
the Corporation, by check mailed to the registered holder hereof at such
holder's address last appearing on the registry books for the Series S
Debentures, or in such other manner as the Corporation may agree with the
holder hereof as contemplated by Section 1(d) of the Eighteenth Supplemental
Indenture referred to on the reverse hereof.

          Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.

          This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory for
any purpose, unless the form of certificate of authentication hereon shall
have been executed by or on behalf of the Trustee (referred to on the reverse
hereof) or a successor trustee thereto under the Indenture.

          IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and
by its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.

DATED:

                               Rollins Truck Leasing Corp.

                               BY: ______________________________
                                    (Title)


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(SEAL)

ATTESTED:


____________________________
(Title)


(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)


TRUSTEE'S AUTHENTICATION CERTIFICATE

          THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED THEREIN,
DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.


                               FIRST UNION NATIONAL BANK,
                               AS TRUSTEE

                               BY: ______________________________
                                     AUTHORIZED OFFICER



(FORM OF REVERSE OF Series S DEBENTURES)

          This Debenture is one of the Debentures of the Corporation (herein
called the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, between the Corporation
and First Union National Bank, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture as hereinafter
defined), as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 and as last supplemented by the Eighteenth
Supplemental Indenture, dated as of July 16, 1998 (said Indenture, as so
supplemented and amended, being herein called the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the property thereby pledged, the nature and extent of the
security, the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the rights and
obligations of the Corporation in respect of the Debentures, and the terms and
conditions upon which the Debentures are, and are to be, secured. The
Debentures may be issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may otherwise vary
as in the Indenture provided. This Debenture is one of a series designated as
the "6.52% Collateral Trust Debentures, Series S, Due July 15, 2005" of the
Corporation (herein called the "Series S Debentures."), duly authorized and
lawfully issued in an aggregate principal amount of $75,000,000 under and
secured by the Indenture.

          The provisions of the Indenture may be waived, or modified or
amended by supplemental indenture, to the extent and in the manner provided in
the Indenture, but in certain instances only with the consent of the holders
of a majority in aggregate principal amount of all Debentures at the time
outstanding, and of 66 2/3% in aggregate principal amount of each series of
the Debentures at the time outstanding which is affected by such waiver or
supplemental indenture; provided, however, that, without the written consent
of the holder of this Debenture, no such modification or amendment shall be
made so as to (i) extend the fixed maturity of this Debenture or the time of
payment of interest hereon, or reduce or otherwise modify the terms of payment
of the principal of, or the rate of interest on, this Debenture, or adversely
affect the right of the holder hereof to


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institute suit for the enforcement of any such payment, (ii) permit the
creation of any lien ranking prior to or on a parity with the lien of the
Indenture with respect to, or terminate the lien of the Indenture on, any of
the property covered thereby, or deprive the holder hereof of the security
afforded by the lien of the Indenture or (iii) reduce the percentage of the
aggregate principal amount of Debentures, or of Series S Debentures, required
to authorize any such modification or amendment or any waiver of any provision
of, or default under, the Indenture.

          In case an Event of Default (as defined in the Indenture) shall
occur, the principal of all the Debentures at any such time outstanding under
the Indenture may be declared or may become due and payable upon the
conditions and in the manner and with the effect provided in the Indenture.
The Indenture provides that in certain events such Event of Default and its
consequences may be waived and such declaration may be rescinded by the
holders of outstanding Debentures in the manner provided in the Indenture.

          Any request, demand, authorization, direction, declaration, notice,
consent, waiver or other action by the holder of this Debenture shall bind the
holder of every Debenture issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, in respect of anything done or suffered
to be done by or on behalf of the Trustee or the Corporation in reliance
thereon, whether or not notation of such action is made upon this Debenture.

          The Series S Debentures may not be redeemed prior to maturity.

          The transfer of this Debenture may be registered by the registered
holder hereof or by his duly authorized attorney at the office or agency of
the Corporation in the Borough of Manhattan, the City of New York, New York,
upon surrender of this Debenture for cancellation, accompanied by a written
instrument of transfer in a form approved by the Corporation, duly executed by
the registered holder of this Debenture or by his duly authorized attorney,
and thereupon one or more new Debentures of the same series and aggregate
principal amount will be issued in the name of the transferee or transferees
in exchange herefor without service charge, except that the Corporation may
require payment of a sum sufficient to pay any stamp taxes or other
governmental charges that may be required with respect thereto, as provided in
the Indenture.

          The person in whose name this Debenture shall be registered shall be
deemed the absolute owner hereof for all purposes, and payment of or on
account of the principal of and interest on, this Debenture shall be made only
to or upon the written order of such registered owner or his duly authorized
attorney. All such payments shall satisfy and discharge the liability upon
this Debenture to the extent of the amounts so paid.

          No recourse shall be had for the payment of the principal of, or
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Corporation or any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released. (END OF
FORM OF REVERSE OF Series S DEBENTURES)

          WHEREAS, the Debentures of any other series are to be substantially
in the forms herein provided for Series S Debentures, with such omissions,
insertions and variations as may be authorized and permitted by this
Indenture; and

          WHEREAS, all acts and things prescribed by law, by the Certificate
of Incorporation and the By-laws of the Corporation, and all other acts and
things necessary to make the Series S Debentures, when executed by the
Corporation, and authenticated and delivered by the Trustee as in this
Eighteenth Supplemental Indenture provided,


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the valid, binding and legal obligations of the Corporation, and to make this
Eighteenth Supplemental Indenture a valid, binding and legal instrument for
the security of the Series S Debentures, in accordance with its terms, have
been done and performed;

          NOW, THEREFORE, THIS EIGHTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:

          THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual
covenants herein contained, of the purchase and acceptance of the Debentures
by the holders thereof, of the sum of $10 duly paid by the Trustee to the
Corporation at or before the ensealing and delivery of this Eighteenth
Supplemental Indenture and for other valuable consideration, the receipt
whereof is hereby acknowledged, and in order to secure the payment of the
principal of, and premium, if any, and interest on, all Debentures at any time
issued and Outstanding under the Indenture, according to their tenor and
effect, and the performance and observance by the Corporation of all the
covenants and conditions herein and therein contained on its part to be
performed and observed, and to declare the terms and conditions upon and
subject to which the Debentures are, and are to be, issued and secured, has
executed and delivered this Indenture and has granted, bargained, sold,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set
over, confirmed and warranted, and by these presents does grant, bargain,
sell, remise, release, convey, assign, transfer, mortgage, pledge, set over,
confirm and warrant, to the Trustee, and to its successors in the trusts and
its and their assigns forever, with power of sale, all and singular the
following:

GRANTING CLAUSE I

Securities

          Note of Rollins Leasing Corp., a Delaware corporation, dated July
16, 1998, in the aggregate principal amount of $75,000,000.

GRANTING CLAUSE II

Agreements and Assignments

          The following agreements and assignments:

          A. A Loan Agreement, dated as of July 16, 1998, between the
Corporation and Rollins Leasing Corp., which Loan Agreement shall be in the
form attached hereto as Exhibit A.

          B. Assignment of Loan Agreement, dated as of July 16, 1998,
assigning the Loan Agreement described in Subparagraph A of this Granting
Clause II to the Trustee, which Assignment shall be in the form attached
hereto as Exhibit B.

GRANTING CLAUSE III

Other Securities and Property

          All other securities and other property, including cash, and any and
all security therefor of whatsoever nature, that may, from time to time
hereafter, by delivery or by writing of any kind, be subjected to the lien
hereof by the Corporation or by anyone on its behalf; and the Trustee is
hereby authorized to receive the same as additional security hereunder. Such
subjection to the lien hereof of such securities or other property, including
cash, as additional security hereunder may be made subject to any
reservations, limitations or conditions which shall not be prohibited by this
Indenture and which shall be set forth in a written instrument executed by the
Corporation or the person so acting on its behalf, respecting the use and
disposition of such property or the proceeds thereof.

          TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;


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          BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit
and security of the holders from time to time of all the Debentures issued
hereunder and Outstanding, without any priority of any of said Debentures over
any of the others.

          IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the Debentures
are to be issued, authenticated and delivered, and that all property,
including cash, subject or to become subject hereto is to be held, subject to
the further covenants, conditions, uses and trusts hereinafter set forth, and
the Corporation, for itself and its successors and assigns, hereby covenants
and agrees to and with the Trustee and its successors in said trust for the
equal and proportionate benefit and security of those who shall hold the
Debentures, as hereinafter set forth.

          SECTION 1. Series S Debentures: Terms and Provisions. Series S
Debentures shall be designated as "6.52% Collateral Trust Debentures, Series
S, Due July 15, 2005" of the Corporation, and shall have the following terms
and provisions:

          (a) Series S Debentures shall be in the form set forth in the
     recitals hereto.

          (b) The aggregate principal amount of Series S Debentures which may
     be issued shall be $75,000,000, except Series S Debentures issued in
     exchange for, in lieu of, in substitution for, or upon the registration
     of transfer of, other Series S Debentures pursuant to the provisions of
     Article II and Section 18.04 of the Original Indenture.

          (c) Series S Debentures shall be dated July 16, 1998.

          (d) Series S Debentures shall mature July 15, 2005 and shall bear
     interest (calculated on the basis of a 360 day year of twelve 30 day
     months) as provided in Section 2.06(b) of the Original Indenture, payable
     semiannually on January 15 and July 15 in each year, commencing January
     15, 1999 at the rate of 6.52% per annum until the principal thereof shall
     become due and payable (whether at the stated maturity, by declaration or
     otherwise), and at the rate of 8.52% per annum on any overdue principal,
     and (to the extent legally enforceable) any overdue installment of
     interest. Payment of principal and interest shall be made at the
     Corporate Trust Office or at the other office or agency maintained by the
     Corporation as provided in Section 7.02(a) of the Original Indenture, in
     such coin or currency of the United States of America as at the time of
     payment shall be legal tender for the payment of public and private
     debts; provided, however, that interest may be paid, at the option of the
     Corporation, by check mailed to the Person entitled thereto at his
     address last appearing on the registry books required to be kept pursuant
     to Section 2.05 of the Original Indenture.

          Notwithstanding anything to the contrary above, the Corporation may
enter into a written agreement with any person who is or is to become the
holder of any of the Series S Debentures providing for the making of all
payments on the account of such Series S Debentures directly to or for the
account of such holder in the manner specified in or pursuant to such
agreement without presentation or surrender thereof if there shall be filed
with the Trustee a copy of such agreement. Notwithstanding any contrary
provision hereof or of the Debentures or the Original Indenture, the Trustee
shall act in accordance with any such agreement so filed with it.

          (e) Series S Debentures shall be issued in denominations of $100,000
     and integral multiples thereof and may be fully printed or printed on
     steel engraved borders or fully or partly engraved.

          (f) Series S Debentures may not be redeemed prior to maturity. All
     monies received by the Trustee as a result of any prepayment of the Note
     made pursuant to Section 6(a) of the Loan Agreement (as required by
     Section 7.14 of the Original Indenture) shall be held by the Trustee as
     additional collateral security for the Series S Debentures to be applied
     thereto at the maturity thereof. Any monies so held may be invested or
     reinvested by the


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     Trustee pursuant to Section 9.02 of the Original Indenture.

          SECTION 2. Authentication and Delivery of Series S Debentures. On or
after the date of execution and delivery of the Eighteenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series S Debentures shall be executed by the Corporation
and delivered to the Trustee, and the Trustee shall, upon request,
authenticate and deliver such Series S Debentures upon the written order of
the Corporation signed by its President or one of its Vice Presidents and its
Treasurer or Controller, an Assistant Treasurer or an Assistant Secretary.

          SECTION 3. Maintenance of Office or Agency; Authenticating Agent for
Series S Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series S Debentures to the same extent as
if the words "Series S Debentures" were substituted for the words "Series A
Debentures" in each place in which the latter quotation was employed in the
aforesaid Section.

          SECTION 4. Original Indenture Ratified. The Original Indenture as
amended by the Third Supplemental Indenture, dated as of February 20, 1986, by
the Eighth Supplemental Indenture, dated as of May 15, 1990, and by the
Seventeenth Supplemental Indenture, dated as of March 10, 1997, and as
supplemented by this Eighteenth Supplemental Indenture is in all respects
ratified and confirmed and the Eighteenth Supplemental Indenture and all its
provisions shall be deemed a part thereof in the manner and to the extent
herein provided, and the Original Indenture, as modified in the manner and to
the extent herein provided, shall be deemed a part hereof as though fully set
forth herein.

          SECTION 5. Trustee Not Responsible. The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of the
Eighteenth Supplemental Indenture or the due execution hereof by the
Corporation or for or in respect of the recitals and statements contained
herein, all of which are made solely by the Corporation. The Trustee accepts
the trusts created by the Eighteenth Supplemental Indenture upon the terms and
conditions hereof and of the Original Indenture.

          SECTION 6. Defined Terms. All terms used in the Eighteenth
Supplemental Indenture which are defined in the Original Indenture shall have
the meanings assigned to them in the Original Indenture.

          SECTION 7. Counterparts. The Eighteenth Supplemental Indenture may
be executed in any number of counterparts, each of which when so executed and
delivered shall be an original; and all such counterparts shall together
constitute but one and the same instrument.

          SECTION 8. Applicable Law. This Eighteenth Supplemental Indenture
shall be construed in accordance with and governed by the laws of the State of
Delaware.

          IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
Eighteenth Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Eighteenth Supplemental Indenture to be
attested by its Secretary or Assistant Secretary, and First Union National
Bank, in evidence of its acceptance of the trusts hereby created, has caused
this Eighteenth Supplemental Indenture to be executed on its behalf and its
corporate seal to be affixed by one of its Vice Presidents or Assistant Vice
Presidents and said seal and this Indenture to be attested by its Assistant
Secretary or one of its Assistant Vice Presidents, as of July 16, 1998.

                                         Rollins Truck Leasing Corp.

(CORPORATE SEAL)                    BY:______________________________
                                          Vice President-Finance
                                          Title:


<PAGE>


Attest:

------------------------------
Secretary

                                         FIRST UNION NATIONAL BANK,
                                         as Trustee


(CORPORATE SEAL)                        BY:____________________________
                                            Title:

Attest:

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


                                                                     EXHIBIT A









ROLLINS TRUCK LEASING CORP.

AND

ROLLINS LEASING CORP.





LOAN AGREEMENT

Dated as of July 16, 1998


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          LOAN AGREEMENT (herein called the "Agreement") dated as of July 16,
1998 between Rollins Truck Leasing Corp., a corporation organized under the
laws of the State of Delaware (herein called the "Corporation"), and Rollins
Leasing Corp., a corporation organized under the laws of the State of Delaware
(herein called the "Borrower").

          WHEREAS, the Borrower desires to borrow from the Corporation, and
the Corporation is willing to lend to the Borrower, a sum not exceeding
$75,000,000, all upon the terms, provisions and conditions herein set forth;

          NOW, THEREFORE, in consideration of the premises and the mutual
undertakings and obligations herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Corporation do hereby agree as follows:

          SECTION 1. Certain Definitions. The Corporation proposes to issue
its 6.52% Collateral Trust Debentures, Series S, due July 15, 2005 (herein
called the "Series S Debentures"), in an aggregate principal amount not
exceeding $75,000,000, pursuant to a Collateral Trust Indenture dated as of
March 21, 1983, as supplemented and amended by a Third Supplemental Indenture
thereto dated as of February 20, 1986, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 between the Corporation and First Union
National Bank, as Trustee (the "Original Indenture"; the Original Indenture,
as supplemented by the Eighteenth Supplemental Indenture dated as of July 16,
1998, being herein called the "Indenture"). A copy of the Indenture has been
delivered to the Borrower, receipt of which is hereby acknowledged.

          The term "Note" shall mean the 6.52% Demand Promissory Note issued
by the Borrower pursuant to this Agreement, substantially in the form attached
hereto as Annex 1.

          In addition to the foregoing, the following terms shall in each case
have the same meaning in this Agreement as they have in the Indenture as
amended: "Debentures", "Equipment Indebtedness", "Note", "Outstanding",
"Participating Subsidiary", "Permitted Indebtedness", "Person", "Pledged
Property", "Series S Debentures", "Trustee" and "Vehicle".

          SECTION 2. Sale of Note. Subject to the terms of this Agreement, the
Borrower will sell to the Corporation and the Corporation will purchase from
the Borrower the Note in the principal amount of $75,000,000 at a price of
100% of such principal amount.

          The sale of the Note will take place immediately after the execution
and delivery of this Agreement and upon the delivery,

          (a) by the Borrower to the Corporation of the Note, duly executed
     and dated July 16, 1998, together with all such assignments, documents
     and other instruments as may be required by the Corporation to enable it
     to effect the issuance of Series S Debentures referred to in Section 1,
     and

          (b) by the Corporation to the Borrower of a certified or official
     bank check or checks in clearing house funds (or in such other form as
     shall be acceptable to the Borrower) in an amount equal to $75,000,000;
     provided, however, that the obligation of the Corporation to purchase the
     Note shall be subject to the condition that, concurrently with the
     closing in respect of such purchase, the Corporation shall have issued
     and sold, and shall have received payment for, Series S Debentures in an
     aggregate principal amount equal to the sum of the principal amount of
     the Note.

          SECTION 3. Pledge and Assignment of Note and Agreement. In
consideration of the purchase of the Note by the Corporation and the


<PAGE>


benefits to be derived by the Borrower as a result of the sale of the Note,
the Borrower hereby agrees and consents to the pledge and assignment by the
Corporation of the Note and this Agreement to the Trustee under and pursuant
to the Indenture as security for the Debentures Outstanding and to be
Outstanding thereunder.

          SECTION 4. Particular Covenants of the Borrower. So long as the Note
shall be outstanding, the Borrower covenants, warrants and agrees as follows:

          (a) Payment of Principal and Interest. The Borrower will duly and
     punctually pay, or cause to be paid, the principal of and interest on,
     the Note according to its terms and the terms of this Agreement.

          (b) Maintenance of Corporate Existence. Subject to the provisions of
     subsection (e) of this Section 4, the Borrower will maintain and preserve
     its corporate existence and right to carry on business.

          (c) Borrower a Participating Subsidiary; Validity of Note. The
     Borrower warrants that at the date of this Agreement it is a
     Participating Subsidiary as defined in Section 4 of the Eighth
     Supplemental Indenture dated as of May 15, 1990, and that the Note, when
     delivered to the Corporation will be, and when pledged and assigned to
     the Trustee as security under the Indenture, will continue to be, a legal
     and valid outstanding obligation of the Borrower.

          (d) Further Assurance. The Borrower will execute and deliver, or
     cause to be executed and delivered, all such additional instruments and
     do, or cause to be done, all such additional acts as (i) may be necessary
     or proper to carry out the purposes of this Agreement and to subject the
     Note to the lien of the Indenture, (ii) may be necessary or proper to
     effect the transfer, pledge and assignment of the Note and this Agreement
     to the Trustee or to any successor trustee and to confirm the lien of the
     Indenture on the Note, (iii) may be necessary or proper in connection
     with the granting of the security interest under subsection (f) of this
     Section 4 or (iv) the Trustee or the Corporation may reasonably request
     for any of the foregoing purposes.

          (e) Restrictions on Borrower's Disposition of Property,
     Consolidation, Merger, etc. The Borrower will not sell, transfer or
     otherwise dispose of the beneficial interest in all or substantially all
     its property or assets, or be a party to any consolidation, merger or
     amalgamation; provided, however, that the Borrower may take any such
     action or be such a party if:

               (i) the surviving corporation (if other than the Borrower), or
          the person to whom all, or substantially all, the property and
          assets of the Borrower shall have been transferred, sold or
          otherwise disposed of, shall execute and deliver to the Corporation
          and to the Trustee an agreement of assumption in which such
          surviving corporation or person shall expressly assume the due and
          punctual payment of the principal of and interest on, the Note,
          according to its tenor and effect, and the due and punctual
          performance and observance of all the covenants and conditions of
          the Note and this Agreement which are to be performed or observed by
          the Borrower, with the same effect as if such surviving corporation
          or person had been named herein as a party hereto in lieu of the
          Borrower; and

               (ii) immediately after such transfer, sale or other
          disposition, or consolidation, merger or amalgamation, no default
          shall have occurred and be continuing under this Agreement; and

               (iii) all the voting stock of the surviving corporation


<PAGE>


          shall be owned directly or indirectly by the Corporation. (f)
          Creation of Security Interest. The Borrower will not create or
          permit to exist any claim, lien, security interest or other
          encumbrance on any of its Vehicles, or on its interest as lessor in
          any lease agreement relating to its Vehicles, except:

               (i) lessees' interests in Vehicles under any such lease
          agreement; and

               (ii) liens, security interests or other encumbrances for taxes
          which are not delinquent or which are being contested in good faith
          or of mechanics or materialmen arising in the ordinary course of
          business in respect of obligations which are not overdue or which
          are being contested in good faith; unless (x) such claim, lien,
          security interest or other encumbrance is for the benefit of a
          holder or holders of Equipment Indebtedness and (y) prior to or
          simultaneously with the inception of any such claim, lien, security
          interest or other encumbrance, the Borrower shall have executed and
          delivered to a Security Trustee (as hereinafter defined), a security
          agreement or security agreements and such other documents as the
          Security Trustee may reasonably request, each in form and substance
          satisfactory to the Trustee, granting to the Security Trustee the
          right to perfect a security interest in such Vehicles of the
          Borrower, such security interest, when perfected, to be for the
          equal and ratable benefit of the Trustee, as holder of the Notes,
          and such other holder or holders of Equipment Indebtedness. Such
          security agreement or security agreements may provide, at the option
          of the Borrower, that the security interest granted to the Security
          Trustee shall terminate upon the termination of all other claims,
          liens, security interests and other encumbrances for the benefit of
          such other holder or holders of Equipment Indebtedness. The Security
          Trustee shall be such Person as may be selected by the Borrower or
          any such holder of Equipment Indebtedness and who shall be entitled
          to act without qualification or who shall qualify to act as such
          under the Trust Indenture Act of 1939.

          SECTION 5. Payments of Principal and Interest. So long as the Note
shall be pledged with the Trustee under the Indenture, any payment of
principal or interest on the Note, or any payments to be made pursuant to
Section 6(a), shall be paid to the Trustee in Chicago Clearing House funds at
least one business day prior to the dates on which the Corporation would be
required to make related payments under the Indenture with respect to the
relevant Debentures. The Trustee shall apply such payments in accordance with
the provisions of the Indenture.

          SECTION 6. Prepayment of Note.

         (a) Prepayments Pursuant to Section 7.14 of the Original Indenture.
    So long as the Note shall be pledged with the Trustee under the Indenture,
    the Borrower shall pay, or cause to be paid, to the Trustee, as
    prepayments on the Note, amounts which may be required to be paid by the
    Borrower pursuant to Section 7.14 of the Original Indenture. Any such
    amounts shall be paid as provided in Section 5 of this Agreement and shall
    be applied as payment or prepayment on the Note in accordance with
    subsection (c) of this Section 6.

         (b) Notice of Certain Prepayments. If the Corporation is required to
    make payments pursuant to Section 7.14 of the Original Indenture, the
    Corporation shall give notice thereof to the Borrower, which notice shall
    state the circumstances under which such payments are to be made. Such
    notice shall be given not later than the first date on which the
    Corporation is required to give notice to the Trustee or to take any other
    action with respect to such payments. Failure to give any such


<PAGE>


     notice to the Borrower or any defect therein shall not, however, affect
     the obligation of the Borrower to make the payments required under
     subsection (a) of this Section 6.

          (c) Prepayments on Principal Amount of Note. All payments made by
     the Borrower, or for the account of the Borrower, pursuant to this
     Section 6 shall be applied or credited as prepayments on the principal
     amount of the Note on the date such payments are received by the Trustee;
     provided, however, that to the extent a portion of such payments or
     moneys shall be applied or applicable by the Trustee, directly or
     indirectly, towards the payment of any interest or premium in respect of
     Debentures, such portion shall not be applied or credited as prepayments
     on the principal amount of the Note. It is the intention of this Section
     6 that the principal amount of the Note shall be appropriately adjusted
     at appropriate times in order that the obligations to pay principal,
     premium, if any, and interest contained in all the Notes of all
     Participating Subsidiaries shall be sufficient, after giving effect to
     any moneys then held by the Trustee under Section 9.01 of the Original
     Indenture, in the aggregate, to pay all principal, premium, if any, and
     interest on all Debentures then Outstanding as the same become due and
     payable.

          (d) Corporation To Make Certain Payments. When and if the Borrower
     shall make any prepayments provided for in this Section 6, the
     Corporation shall promptly make such payments and take such other action
     with respect to the Debentures as shall be required to be made or taken
     by the Corporation in accordance with and pursuant to this Agreement and
     the Indenture.

          SECTION 7. Presentment of Note Not Required. So long as the Note
shall be pledged with the Trustee under the Indenture, payments of principal
thereof and interest thereon, shall be made without need for any presentment
of the Note, but payments of principal shall be noted thereon by the Trustee.

          SECTION 8. Amendments, Consents and Waivers. So long as the Note
shall be pledged with the Trustee under the Indenture (a) this Agreement may
be modified, altered, supplemented or amended upon the execution and delivery
of a written amendment by the parties hereto pursuant to Article XVIII of the
Original Indenture, (b) any covenant or other condition of this Agreement may
be waived as and to the extent permitted in Section 11.02 of the Original
Indenture and (c) any default under this Agreement and its consequences may be
waived as and to the extent permitted in said Section 11.02 of the Original
Indenture.

          SECTION 9. Loss, Theft, etc. of Note. Upon receipt of evidence of
the loss, theft, destruction or mutilation of the Note and upon delivery of
indemnity reasonably satisfactory to the Borrower (it being understood that
the written agreement of the Trustee to indemnify the Borrower shall
constitute such indemnity) and, in the case of any such mutilation, upon
surrender and cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental thereto,
the Borrower shall make and deliver a new Note of like tenor, in lieu of such
lost, stolen or destroyed Note or in exchange for such mutilated Note.

          SECTION 10. Remedies. The holder of the Note, being a party to, or
an assignee of, this Agreement, shall be entitled and empowered to institute
any suits, actions or proceedings at law, in equity or otherwise, whether for
the specific performance of any covenant or agreement contained herein or in
the Note or in aid of the exercise of any power granted herein or in the Note,
or may proceed to enforce the payment of the Note after demand, or to enforce
any other legal or equitable right as the holder of the Note, or may proceed
to take any action authorized or permitted under the terms of the Indenture
with respect to the Note or under any applicable law.


<PAGE>


          SECTION 11. Remedies Cumulative; Delay or Omission Not a Waiver.
Every remedy given hereunder to the holder of the Note shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise. No course of dealing between the Borrower
and the Corporation or the Borrower and the holder of the Note or any delay or
omission on the part of the Corporation or such holder to exercise any right,
remedy or power accruing upon any default hereunder shall impair any such
right, remedy or power or shall be construed to be a waiver of any such
default or of any right of the Corporation or such holder or acquiescence
therein. Every right, remedy and power given hereunder to the Corporation or
to the holder of the Note may be exercised from time to time and as often as
may be deemed expedient by the Corporation or such holder.

          SECTION 12. Successors and Assigns. All the covenants, warranties
and agreements contained in this Agreement by or on behalf of the Corporation,
the Borrower or the holder of the Note shall bind and inure to the benefit of
their respective successors and assigns, whether so expressed or not.

          SECTION 13. Notices. All notices, presentments and demands to or
upon the Borrower in respect of the Note or this Agreement may be delivered or
mailed to the Borrower at One Rollins Plaza, P.O. Box 1791, Wilmington,
Delaware 19899, or at such other address as the Borrower may specify from time
to time in writing to the Corporation and the Trustee.

          All notices to or demands upon the Corporation in respect of the
Note or this Agreement shall be delivered or mailed to the Corporation at One
Rollins Plaza, P.O. Box 1791, Wilmington, Delaware 19899, or at such other
address as the Corporation may specify from time to time in writing to the
Borrower and the Trustee.

          SECTION 14. Payment or Notice on Saturday, Sunday, Legal Holiday. If
the date of any payment or the giving of any notice under the Note or this
Agreement shall be (a) a Saturday, a Sunday or a legal holiday at the place
where payment is to be made or notice is to be given or (b) a day on which
banking institutions at the place where payment is to be made or notice is to
be given are authorized by law to remain closed, then such payment or notice
shall be made not later than the next preceding business day which shall not
be a day specified in (a) or (b) above.

          SECTION 15. Separability of Provisions. In case any one or more of
the provisions contained in this Agreement or in the Note should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.

          SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, and all such counterparts shall together constitute but one and
the same instrument.

          SECTION 17. Applicable Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware.

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf by its President or one of its Vice
Presidents and its corporate seal to be hereto affixed and said seal and this
Agreement to be attested by its Secretary or one of its Assistant Secretaries,
all as of the day and year first above written.

                                              Rollins Truck Leasing Corp.


<PAGE>


                                              BY:____________________________
                                                   Patrick J. Bagley
                                                   Title:

(CORPORATE SEAL)

Attest:

------------------------------
Secretary

                                            Rollins Leasing Corp.

                                        BY:___________________________
                                             President
(CORPORATE SEAL)                             Title:

Attest:

------------------------------
Secretary


<PAGE>



ANNEX 1

6.52% DEMAND PROMISSORY NOTE

$75,000,000

                                                          Date:  July 16, 1998

          Rollins Leasing Corp., a corporation organized under the laws of
Delaware, for value received, HEREBY PROMISES TO PAY to Rollins Truck Leasing
Corp., a Delaware corporation, or order, upon demand, the principal sum of
Seventy Five Million Dollars ($75,000,000), either in one sum or in several
sums upon demand made from time to time (the receipt of any such sum to be
noted hereon), in every case in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, at the corporate trust office of First Union
National Bank, in the City of Newark, New Jersey, AND TO PAY interest, at the
said office and in like coin or currency, on the unpaid portion of the said
principal sum from July 16, 1998, until the said principal sum shall have been
paid, such interest to be paid semiannually at the rate of 6.52% per annum on
the 15th day of January and July in each year commencing on the 15th day of
January, 1999 (calculated on the basis of a 360-day year of twelve 30-day
months). If any or all installments of said principal sum shall not be paid
when demanded, such overdue principal and, to the extent that payment of
interest on overdue interest is enforceable under applicable law, any overdue
installment of interest on this Demand Promissory Note, shall bear interest at
the rate of 8.52% per annum until paid.

          This Demand Promissory Note is the Demand Promissory Note referred
to in the Loan Agreement dated as of July 16, 1998, between Rollins Truck
Leasing Corp. and the maker hereof, and may be prepaid only as provided in
said Loan Agreement.

                                Rollins Leasing Corp.

                                BY:______________________________
                                    Title:


<PAGE>




          Pay to the order of First Union National Bank, as Trustee under the
Collateral Trust Indenture dated as of March 21, 1983, as supplemented and
amended by a Third Supplemental Indenture thereto dated as of February 20,
1986, by an Eighth Supplemental Indenture thereto dated as of May 15, 1990 and
by a Seventeenth Supplemental Indenture thereto dated as of March 10, 1997 and
as supplemented by a Eighteenth Supplemental Indenture dated as of July 16,
1998, between Rollins Truck Leasing Corp. and said Trustee, as from time to
time further amended and supplemented.

                                Rollins Truck Leasing Corp.

                                BY:______________________________
                                    Title:


<PAGE>


                                                                     EXHIBIT B










ROLLINS TRUCK LEASING CORP.,


FIRST UNION NATIONAL BANK


as Trustee


AND


ROLLINS LEASING CORP.




ASSIGNMENT OF LOAN AGREEMENT

Dated as of July 16, 1998


<PAGE>



ASSIGNMENT OF LOAN AGREEMENT

          ASSIGNMENT OF LOAN AGREEMENT dated as of July 16, 1998, among
Rollins Truck Leasing Corp., a corporation organized under the laws of the
State of Delaware (herein called the "Corporation"), First Union National
Bank, as Trustee under the Indenture hereinafter referred to (herein called
the "Trustee"), and Rollins Leasing Corp., a corporation organized under the
laws of the State of Delaware (herein called the "Borrower").

          WHEREAS, the Trustee is Trustee under a Collateral Trust Indenture
dated as of March 21, 1983, (the "Original Indenture"; the Original Indenture,
as supplemented and amended by a Third Supplemental Indenture thereto dated as
of February 20, 1986, by an Eighth Supplemental Indenture thereto dated as of
May 15, 1990 and by a Seventeenth Supplemental Indenture thereto dated as of
March 10, 1997 and as supplemented by the Eighteenth Supplemental Indenture
dated as of July 16, 1998, being herein called the "Indenture"), between the
Corporation and the Trustee under and pursuant to which there are being and
have been issued certain Collateral Trust Debentures of the Corporation
(herein called the "Debentures"); and

          WHEREAS, pursuant to a Loan Agreement (herein called the "Loan
Agreement") dated as of July 16, 1998, between the Corporation and the
Borrower, the Borrower has borrowed from the Corporation, and the Corporation
has loaned to the Borrower, $75,000,000, which is evidenced by a 6.52% Demand
Promissory Note from the Borrower to the Corporation in the principal amount
of $75,000,000 (herein called the "Note"); and

          WHEREAS, in order to secure the payment of the principal of, and
premium, if any, and interest on, all Debentures at any time issued and
outstanding under the Indenture, as and to the extent provided in the
Indenture, and the performance and observance by the Corporation of all the
covenants and conditions in the Indenture and the Debentures contained on its
part to be observed and performed, the Corporation has endorsed, assigned and
delivered to the Trustee the Note and is required to assign to the Trustee the
Loan Agreement;

          NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:

          1. The Corporation hereby assigns to the Trustee all the right,
     title and interest of the Corporation in, to and under the Loan Agreement
     in order to secure the payment of the principal of, and premium, if any,
     and interest on, all Debentures at any time issued and outstanding under
     the Indenture, as and to the extent provided in the Indenture, and the
     performance and observance by the Corporation of all the covenants and
     conditions in the Indenture and the Debentures contained on its part to
     be observed and performed.

          2. The Trustee will hold the Loan Agreement and the Note and the
     right, title and interest of the Corporation therein in accordance with,
     and subject to, the terms of the Indenture.

          3. The Borrower acknowledges notice of, and consents to, the
     assignment of the Loan Agreement and the Note and of the right, title and
     interest of the Corporation therein, all as provided in, and subject to
     the terms of, the Indenture and this Assignment.

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment to be executed on its behalf by its President or one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Assignment to be attested by its Secretary or
one of its Assistant Secretaries or Assistant Vice Presidents, all as of the
day and year first above written.

                                         Rollins Truck Leasing Corp.

                                         BY:____________________________
                                              Patrick J. Bagley
                                              Title:

(CORPORATE SEAL)


Attest:______________________________
       Secretary

                                         FIRST UNION NATIONAL BANK,
                                         NATIONAL ASSOCIATION,
                                         as Trustee

                                         BY:___________________________
                                             Title:

(CORPORATE SEAL)

Attest:______________________________
         Title


<PAGE>


                                            Rollins Leasing Corp.

                                            BY:___________________________
                                                  Title:

(CORPORATE SEAL)


Attest:__________________________
         Title