EXHIBIT 4(l)


    Nineteenth Supplemental Collateral Trust Indenture dated April 5, 1999

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                                                                  EXHIBIT 4(l)


                          ROLLINS TRUCK LEASING CORP.

                                      and

                           FIRST UNION NATIONAL BANK

                                  as Trustee


                       NINETEENTH SUPPLEMENTAL INDENTURE

                           Dated as of April 5, 1999

                                    to the

                          Collateral Trust Indenture

                          Dated as of March 21, 1983



        6.75% COLLATERAL TRUST DEBENTURES, Series T, DUE APRIL 5, 2006


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                              TABLE OF CONTENTS*


                                                                          Page

PARTIES                                                                     1

RECITALS:
Execution of Collateral Trust Indenture Supplemental
        Indentures                                                          1
        Issuance of Series T Debentures                                     1
        Text of Forms:
               Form of Face of Series T Debentures                          1
               Form of Trustee's Authentication Certificate
               for Series T Debentures                                      3
               Form of Reverse of Series T 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 T Debentures: Terms and Provisions                      8
SECTION 2.   Authentication and Delivery of Series T Debentures             9
SECTION 3.   Maintenance of Office or Agency; Authenticating
             Agent for Series T 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 Nineteenth Supplemental Indenture.

     NINETEENTH SUPPLEMENTAL 0INDENTURE (herein called the "Nineteenth
Supplemental Indenture"), dated as of April 5, 1999, 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 Nineteenth 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;



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     WHEREAS, the Corporation has determined to issue hereunder a series of
Debentures (herein called the "Series T Debentures") to be designated as
"6.52% Collateral Trust Debentures, Series T, Due April 5, 2006", to be in the
aggregate principal amount of $100,000,000;

     WHEREAS, the Series T Debentures and the Trustee's certificate to be
endorsed on the Series T Debentures are to be in the following forms, with
necessary or appropriate variations, omissions and insertions as permitted or
required by the Indenture:

                     (FORM OF FACE OF Series T DEBENTURES)

                          Rollins Truck Leasing Corp.

         6.75% COLLATERAL TRUST DEBENTURE, Series T, DUE APRIL 5, 2006
$____________________                                  PPN 775741 AJ 0
                                                       No._____________________

     Rollins Truck Lesing 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 April 5, 2006, 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
6.75% per annum (and at the same rate per annum on any overdue principal and,
to the extent legally enforceable, overdue installment of interest) in like
coin or currency from the fifth day of April or October, as the case may be,
to which interest on the Series T Debentures has been paid preceding the date
hereof (unless the date hereof is an April 5 or October 5 to which interest
has been paid, in which case from the date hereof, or unless no interest has
been paid on the Series T Debentures since the original issuance of this
Debenture, in which case from April 5, 1999), semiannually on each April 5 and
October 5 until payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if the date hereof is after March 20 or
September 20 as the case may be, and before the following April 5 or October
5, this Debenture shall bear interest from such April 5 or October 5;
provided, however, that if the Corporation shall default in the payment of
interest due on such April 5 or October 5, then this Debenture shall bear
interest from the next preceding April 5 or October 5 to which interest has
been paid or, if no interest has been paid on the Series T Debentures since
the original issuance of this Debenture, from April 5, 1999. The interest so
payable on any April 5 or October 5 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
March 20 or September 20, as the case may be, next preceding such April 5 or
October 5. 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 T Debentures, or in such other manner as the Corporation may agree with
the holder hereof as contemplated by Section 1(d) of the Nineteenth
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.




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                                             BY:_______________________________
                                                           (Title)
(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 T 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,
dated as of May 15, 1990, by a Seventeenth Supplemental Indenture, dated as of
March 10, 1997, and as last supplemented by the Nineteenth Supplemental
Indenture, dated as of April 5, 1999 (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 "6.75%
Collateral Trust Debentures, Series T, due April 5, 2006" of the Corporation
(herein called the "Series T Debentures"), duly authorized and lawfully issued
in an aggregate principal amount of $100,000,000 under and secured by the
Indenture.





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     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 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 T 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 T 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 T DEBENTURES)

     WHEREAS, the Debentures of any other series are to be substantially in
the forms herein provided for Series T 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 T Debentures, when executed by the




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Corporation, and authenticated and delivered by the Trustee as in this
Nineteenth Supplemental Indenture provided, the valid, binding and legal
obligations of the Corporation, and to make this Nineteenth Supplemental
Indenture a valid, binding and legal instrument for the security of the Series
T Debentures, in accordance with its terms, have been done and performed;

     NOW,THEREFORE, THIS NINETEENTH 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 Nineteenth
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 April 5,
1999, in the aggregate principal amount of $100,000,000.

                              GRANTING CLAUSE II

                          Agreements and Assignments

     The following agreements and assignments:

     A. A Loan Agreement, dated as of April 5, 1999, 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 April 5, 1999, 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;

     BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders




<PAGE>


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 T Debentures: Terms and Provisions. Series T Debentures
shall be designated as "6.75% Collateral Trust Debentures, Series T, Due April
5, 2006" of the Corporation, and shall have the following terms and
provisions:

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

     (b) The aggregate principal amount of Series T Debentures which may be
     issued shall be $100,000,000, except Series T Debentures issued in
     exchange for, in lieu of, in substitution for, or upon the registration
     of transfer of, other Series T Debentures pursuant to the provisions of
     Article II and Section 18.04 of the Original Indenture.

     (c) Series T Debentures shall be dated April 5, 1999.

     (d) Series T Debentures shall mature April 5, 2006 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 April 5 and October 5 in each year, commencing October 5,
     1999 at the rate of 6.75% 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 6.75% 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 T Debentures providing for the making of all
     payments on the account of such Series T 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 T Debentures shall be issued in denominations of $1,000 and
     integral multiples thereof and may be fully printed or printed on steel
     engraved borders or fully or partly engraved.

     (f) Series T 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 T Debentures to be applied
     thereto at the maturity thereof. Any monies so held may be invested or
     reinvested by the Trustee pursuant to Section 9.02 of the Original
     Indenture.

     SECTION 2. Authentication and Delivery of Series T Debentures. On or
after the date of execution and delivery of the Nineteenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series T Debentures shall be executed by the Corporation
and delivered to the Trustee, and the Trustee shall, upon request,
authenticate and deliver such Series T Debentures upon the




<PAGE>


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 T Debentures. The provisions of Section 7.02 of the Original Indenture
shall apply in all respects to the Series T Debentures to the same extent as
if the words "Series T 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 Nineteenth Supplemental Indenture is in all respects
ratified and confirmed and the Nineteenth 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 Nineteenth
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 Nineteenth Supplemental Indenture upon the terms and conditions hereof and
of the Original Indenture.

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

     SECTION 7. Counterparts. The Nineteenth 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 Nineteenth 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
Nineteenth 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 Nineteenth 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 Nineteenth 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 April 5, 1999.

                                                  Rollins Truck Leasing Corp.

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

Attest:

------------------------------
Secretary
                                                     FIRST UNION NATIONAL BANK,
                                                     as Trustee

(CORPORATE SEAL)                             BY:____________________________
                                                     Title:


Attest:

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





<PAGE>


                                                                     EXHIBIT A




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

                          ROLLINS TRUCK LEASING CORP.

                                      AND

                             ROLLINS LEASING CORP.





                                LOAN AGREEMENT


                           Dated as of July 16, 1998

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






<PAGE>


     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 T, due July 15, 2005 (herein called
the "Series T 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 Nineteenth 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 T
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 T 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 T 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 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:





<PAGE>

          (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 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




<PAGE>

          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
     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






<PAGE>


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.

     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





<PAGE>

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.

                                             BY:____________________________
                                                    Patrick J. Bagley
                                             Title:

(CORPORATE SEAL)

Attest:

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


                                             Rollins Leasing Corp.

                                             BY:___________________________
                                                    President
                                             Title:
(CORPORATE SEAL)


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 Nineteenth 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 Nineteenth 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





<PAGE>


                                                         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