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                                                                EXHIBIT 10.55

                   PROVISIONAL WAIVER AND STANDSTILL AGREEMENT


         THIS PROVISIONAL WAIVER AND STANDSTILL AGREEMENT (this "Agreement") is
made and entered into as of the 14th day of March, 2000 by the Lenders party to
the Credit Agreement identified below and FIRST UNION NATIONAL BANK, as Agent
for the Lenders, and RURAL/METRO CORPORATION, a corporation organized under the
laws of Delaware (the "Borrower").

                              Statement of Purpose

         Pursuant to the Amended and Restated Credit Agreement dated as of March
16, 1998 (as amended by First Amendment dated as of June 30, 1998 and as further
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
by and among the Borrower, the Lenders party thereto (the "Lenders") and the
Agent, the Lenders agreed to make certain Extensions of Credit to the Borrower.
Capitalized terms used but not otherwise defined in this Agreement shall have
the meanings ascribed thereto in the Credit Agreement. This Agreement shall be
deemed to be one of the Loan Documents under and pursuant to the Credit
Agreement.

         Pursuant to a letter from the Agent and the Lenders to the Borrower
dated as of February 11, 2000 (the "Waiver Letter"), the Agent and the Lenders
waived provisionally for a specified period ending March 14, 2000 (the "Waiver
Period") the Defaults or Events of Default which resulted, absent such waiver,
solely from the non-compliance with (i) Section 9.1 (Total Debt Leverage Ratio),
Section 9.2 (Total Debt to Total Capitalization) and Section 9.3 (Fixed Charge
Coverage Ratio) of the Credit Agreement, and (ii) the representations and
warranties contained in Section 6.1(p) (No Material Adverse Change) of the
Credit Agreement as they relate to charges taken in the second fiscal quarter
ended December 31, 1999 in connection with the restructuring program announced
by the Borrower pursuant to a news release dated January 27, 2000 (collectively,
the "Acknowledged Defaults"). The Waiver Letter shall be deemed to be one of the
Loan Documents under and pursuant to the Credit Agreement.

         Pursuant to the terms of the Waiver Letter, the Borrower agreed to
enter into good faith negotiations with the Agent and the Lenders to amend the
Credit Agreement on or before March 14, 2000 (the "Waiver Termination Date").
The Borrower, the Agent and the Lenders are continuing to negotiate but have not
yet reached an agreement on the terms of such amendment, and the Borrower, as a
result, has requested an additional period of time in which to continue such
negotiations.

         The Lenders and the Agent are willing to waive the Acknowledged
Defaults provisionally for an additional period of time and to defer the
exercise of remedies during such period, subject to the express terms and
provisions of this Agreement.
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                                    Agreement

         NOW, THEREFORE in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

         1.       Acknowledgments by Borrower. To induce the Lenders and the
Agent to execute this Agreement, the Borrower and each of the Subsidiary
Guarantors (collectively, the "Credit Parties"), hereby respectively
acknowledge, stipulate and agree as follows:

         (a)      Notwithstanding any provisional waiver as otherwise provided
in the Waiver Letter, the Acknowledged Defaults constitute Defaults and Events
of Default that have occurred, remain uncured and are continuing as of the time
of this Agreement; and because such Events of Default remain uncured, neither
the Agent nor any Lender has any obligation to make any further Extensions of
Credit under the Credit Agreement.

         (b)      Except for the provisional waiver that is the subject of the
Waiver Letter (which shall in all events expire as of the Waiver Termination
Date), as of the time of this Agreement nothing has occurred that constitutes or
otherwise can be construed or interpreted as a waiver of, or otherwise to limit
in any respect any rights or remedies the Lenders or the Agent, or any of them,
have or may have arising as the result of Events of Default that have occurred
or may occur under the Credit Agreement, the remaining Loan Documents or
applicable law.

         (c)      The Loans outstanding as of the date hereof are in an amount
equal to $147,000,000 (the "Existing Loans") and the L/C Obligations outstanding
as of the date hereof are in an amount equal to $6,515,000 (the "Existing L/C
Obligations", and together with the Existing Loans, the "Existing Extensions of
Credit") and no Credit Party has any defense or right of offset with respect to
such amounts.

         (d)      The obligations of the Credit Parties under this Agreement of
any nature whatsoever, whether now existing or hereafter arising, are
"Obligations" as defined in the Credit Agreement.

         (e)      Except as expressly modified by this Agreement, all terms and
provisions of the Credit Agreement and the other Loan Documents, including
without limitation the provisions of Sections 11.3 and 13.10 of the Credit
Agreement, are valid and enforceable and remain in full force and effect
according to their respective terms.

         (f)      Neither Agent nor any Lender has at any time directed or
participated in any aspect of the management of any Credit Party or the conduct
of the business of any Credit Party, and the Credit Parties have made all of
their respective business decisions independently of the Agent or any Lender.
Notwithstanding any other provision of this Agreement or any other contract or
instrument between the Credit Parties, the Lenders or any of them: (i) the
relationship between each of the Agent or any Lender and each of the Credit
Parties shall be limited to the relationship of a lender to a borrower in a
commercial loan transaction; (ii) neither the Agent nor any Lender is or shall
be construed as a partner, joint venturerer, alter-ego, manager, controlling

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person or other business associate or participant of any kind of any Credit
Party (or any other Person), and neither the Agent nor any Lender intends to
assume any such status at any time; and (iii) neither the Agent not any Lender
shall be deemed responsible for (or a participant in) any acts, omissions or
decisions of any Credit Party, the Agent or any other Lender.

         (g)      Each Credit Party acknowledges and agrees that all
time-related defenses, such as statutes of limitations, doctrines of estoppel,
doctrines of laches or any other rules of law or equity of similar nature, are
hereby tolled with respect to all rights, claims and causes of action of any
kind whatsoever that any Agent or Lender may have against any Credit Party under
the Loan Documents as of the time of the closing of this Agreement through and
including the date which is thirty (30) days after the Waiver Maturity Date (as
defined herein).

         2.       Provisional Waiver and Limited Deferral. The Lenders and the
Agent respectively agree to waive the Acknowledged Defaults provisionally and to
defer the exercise of any rights or remedies arising by reason of Events of
Default that have occurred solely as a result of the occurrence of the
Acknowledged Defaults until that date (as so extended and as may be further
extended, the "Waiver Maturity Date") which is the earliest to occur of (a)
thirty (30) days after the date of this Agreement; (b) the occurrence of any
Event of Default other than (i) the Acknowledged Defaults or (ii) any breach of
the financial covenants that are the subject of the Acknowledged Defaults as of
the fiscal quarter ending March 31, 2000; (c) any Event of Default (as such term
is defined in the Senior Note Indenture (as defined below)) that shall have
occurred under the Indenture dated as of March 16, 1998, by and among the
Borrower, the subsidiaries acting as Guarantors thereto, and the First National
Bank of Chicago, as Trustee (the "Senior Note Indenture"), or (d) the breach of
any of the further conditions or agreements provided in this Agreement, it being
agreed that the breach of any such further condition or agreement shall
constitute an immediate Default and Event of Default under the Credit Agreement.

         3.       Aggregate Commitment; Renewal of Letters of Credit.
Notwithstanding anything in the Credit Agreement or the Waiver Letter to the
contrary and in addition to the terms and provisions thereof and without
affecting in any respect the acknowledgements of Section 1 and other
acknowledgements and agreements of the Borrower under this Agreement:

         (a)      The Aggregate Commitment shall hereby be permanently reduced
to an amount equal to the amount of the Existing Extensions of Credit minus any
prepayments as provided in paragraph 3(b) below minus the amount of any
outstanding Letter of Credit which is cancelled or not renewed pursuant to
paragraph 3(c) plus the amount of Five Million Dollars ($5,000,000); provided,
that any obligation of the Agent and the Lenders to make additional new Loans
shall be at the sole and absolute discretion of, and on terms and conditions
satisfactory to, the Required Lenders.

         (b)      The Aggregate Commitment shall hereafter be further reduced
and the Loans repaid by an amount equal to (i) 100% of the gross cash proceeds,
net of all reasonable costs of sale and taxes paid or payable as a result
thereof by the Borrower and its Subsidiaries, from the sale or other disposition
of assets by the Borrower or any of its Subsidiaries after the date hereof
(including its equity ownership in any Person); provided, that (A) up to an
aggregate amount of

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$2,000,000 of the gross cash proceeds realized upon any disposition of assets
set forth in the immediately preceding clause (i) shall be exempt from this
paragraph 3(b) and (B) the Borrower agrees that this provision shall not be
deemed to permit the sale of assets not otherwise permitted under the Credit
Agreement, and (ii) 100% of the gross cash proceeds, net of all reasonable costs
of collection, received by the Borrower or any of its Subsidiaries in connection
with disputes over certain receivables (the "Disputed Receivables") with
Medicare/Medicaid carriers in Texas. Such reductions and prepayments shall be
made immediately upon receipt of such net cash proceeds. Notwithstanding
anything to the contrary in any other Loan Document, repayments of Loans in
connection with such reductions to the Aggregate Commitment shall be applied to
the repayment of the Existing Extensions of Credit in the manner and in the
order set forth in section 2.3(b) of the Credit Agreement.

         (c)      Any Letter of Credit outstanding as of the date hereof, which
expires pursuant to its own terms prior to the Waiver Maturity Date, shall, at
the Borrower's request, be renewed pursuant to the terms of the Credit Agreement
as amended by this Agreement.

         (d)      The Existing Loans shall bear interest at a rate equal to the
Base Rate plus the Applicable Margin. From and after the Waiver Maturity Date
and at the option of the Required Lenders, all amounts due hereunder shall bear
interest at a rate equal to two percent (2%) in excess of the rate set forth in
this paragraph (d).

         (e)      Effective upon the execution of this Agreement, (i) elections
of or conversions to LIBOR Rate Loans are terminated and (ii) if an Interest
Period with respect to an existing LIBOR Rate Loan expires, such Loan will be
continued only as a Base Rate Loan.

         4.       Further Agreements. Notwithstanding anything in the Credit
Agreement or the Waiver Letter to the contrary and in addition to the terms and
provisions set forth therein:

         (a)      The parties hereto hereby agree that the terms and provisions
set forth in Section 13.9(b) of the Credit Agreement shall remain in full force
and effect; provided, that (i) the Borrower shall have no right to consent to
any such assignment by a Lender thereunder and (ii) there shall be no minimum
amount required to be assigned as set forth in clause (ii) thereof.

         (b)      In addition to the reports required in other Loan Documents,
the Borrower shall provide the following reports to the Agent and the Lenders:

                  (i)      no later than Wednesday of each week, a report
                           comparing the actual cash flow for the calendar week
                           most recently ended to the projected cash flow for
                           such week set forth in the Cash Flow Projection (as
                           hereinafter defined);

                  (ii)     no later than fifteen calendar days after the last
                           day of each fiscal month, an unaudited Consolidated
                           balance sheet of the Borrower and its Subsidiaries as
                           of the close of such fiscal month and unaudited
                           Consolidated statements of income, retained earnings
                           and cash flows and consolidating statements of income
                           for the fiscal month then ended and that portion of
                           the Fiscal Year

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                           then ended, all in reasonable detail setting forth in
                           comparative form the corresponding budgeted figures
                           for the portion of the Fiscal Year then ended and the
                           corresponding figures for the preceding Fiscal Year
                           for the portion of the Fiscal Year then ended and
                           prepared by the Borrower in accordance with GAAP,
                           subject to year-end adjustments and, if applicable,
                           containing disclosure of the effect on the financial
                           position or results of operations of any change in
                           the application of accounting principles and
                           practices during the period, and certified by the
                           chief financial officer, senior vice president of
                           finance or vice president of finance of the Borrower
                           to present fairly in all material respects the
                           financial condition of the Borrower and its
                           Subsidiaries as of their respective dates and the
                           results of operations of the Borrower and its
                           Subsidiaries for the respective periods then ended,
                           subject to normal year-end adjustments;

                  (iii)    no later than fifteen calendar days after the last
                           day of each fiscal month, a report of accounts
                           receivable and accounts payable for the fiscal month
                           then ending;

                  (iv)     no later than the last day of each calendar week, a
                           report of the collections and remittances by the
                           Borrower and its Subsidiaries with respect to the
                           Disputed Receivables;

                  (v)      no later than the last day of each calendar week, a
                           cash flow projection (the "Cash Flow Projection") for
                           the Borrower and its Subsidiaries, prepared on a
                           "rolling" basis for the next succeeding thirteen-week
                           period; and

                  (vi)     no later than the first day of each calendar month,
                           an update on the projected assets sales by the
                           Borrower and its Subsidiaries and information with
                           respect to the sale of the Borrower's Subsidiary in
                           Argentina.

         (c)      The Credit Parties agree to provide the Agent and the Lenders
         with reasonable access to the each financial consultant retained by the
         Credit Parties, including, without limitation, the Company Financial
         Consultant (as defined herein) and the work product of such consultant.
         The Credit Parties further agree and acknowledge that the Agent and the
         Lenders shall retain all other information and access under the Loan
         Documents and this Agreement which shall include, without limitation,
         the right of the Agent and the Lenders to retain the Lender Financial
         Consultant (as defined herein).

         (d)      The Credit Parties agree to refrain from any factoring or like
         disposition of accounts receivable.

         (e)      The Borrower shall have identified the Disputed Receivables to
         the satisfaction of the Agent, in its sole discretion, on or before
         March 24, 2000.

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         (f)      The Borrower agrees to pay on the demand of the Agent all
         outstanding fees and expenses under the Credit Agreement and under
         Section 9(b) hereof.


         5.       Conditions. The effectiveness of this Agreement shall be
conditioned upon the following:

         (a)      The following documents shall have been duly authorized and
executed by the parties thereto, shall be in full force and effect and no
default shall exist thereunder, and the Borrower shall have delivered original
counterparts thereof to the Agent:

                  (i)      this Agreement, duly executed and delivered by the
                           Credit Parties, the Agent and the Lenders
                           constituting Required Lenders; and

                  (ii)     such other documents, certificates and instruments as
                           the Agent reasonably requests.

         (b)      The Borrower shall have engaged a financial consultant (the
"Company Financial Consultant") to assist in validating what steps are required
to be taken to restructure the business of the Credit Parties.

         6.       Limited Effect of Agreement. Except as expressly provided in
this Agreement, the Credit Agreement, INCLUDING WITHOUT LIMITATION PROVISIONS
FOR ARBITRATION AND WAIVER OF JURY TRIAL OF SECTIONS 13.5 AND 13.6, and each
other Loan Document shall continue to be, and shall remain, in full force and
effect. This Agreement shall not be deemed or otherwise construed: to be a
waiver of, or consent to or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Document; to prejudice any
other right or rights that the Agent or the Lenders, or any of them, may now
have or may have in the future under or in connection with the Credit Agreement
or the Loan Documents, as such documents may be amended, restated or otherwise
modified from time to time; to be a commitment or any other undertaking or
expression of any willingness to engage in any further discussion with any
Credit Party or any other person, firm or corporation with respect to any
waiver, amendment, modification or any other change to the Credit Agreement or
the Loan Documents or any rights or remedies arising in favor of the Lenders or
the Agent, or any of them, under or with respect to any such documents; or to be
a waiver of, or consent to or a modification or amendment of, any other term or
condition of any other agreement by and among any Credit Party, on the one hand,
and the Agent or any other Lender, on the other hand. Neither the requirements
of good faith and fair dealing nor any other theory, concept or argument shall
require any Lender to impart upon any Credit Party any further or greater
benefits; to suffer any prejudice or impairment of any kind whatsoever; or to
tolerate any noncompliance with this Agreement and the other Loan Documents,
because each Lender has bargained for and given valuable consideration for this
Agreement and the other Loan Documents and its creation of express, explicit and
objective limits of what benefits each Lender is willing to provide to the
Credit Parties, and what, in return, the Credit Parties are required to provide
to each Lender. This Agreement and the other Loan Documents provide a clear
statement of each Lender's requirements and obligations and creates an agreed
upon standard of

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performance upon which each Lender is entitled to rely in exercising and
enforcing its respective remedies under the Loan Documents.

         7.       Release. The Borrower, on behalf of itself and any Person
claiming by, through, or under the Borrower, and each Subsidiary of the
Borrower, on behalf of itself and Persons claiming by, through, or under such
Subsidiary, respectively, acknowledges that it has no claim, counterclaim,
setoff, action or cause of action of any kind or nature whatsoever ("Claims")
against all or any of the Agent, the Lenders or any of the Agent's or the
Lenders' directors, officers, employees, agents, attorneys, financial advisors,
legal representatives, successors and assigns (the Agent, the Lenders and their
directors, officers, employees, agents, attorneys, financial advisors, legal
representatives, successors and assigns are jointly and severally referred to as
the "Lender Group"), that directly or indirectly arise out of or are based upon
or in any manner connected with any "Prior Event" (as defined below), and the
Borrower and each Subsidiary of the Borrower hereby releases the Lender Group
from any liability whatsoever should any Claims nonetheless exist. As used
herein the term "Prior Event" means any transaction, event, circumstances,
action, failure to act or occurrence of any sort or type, whether known or
unknown, which occurred, existed, was taken, permitted or begun prior to the
execution of this Agreement and occurred, existed, was taken, permitted or begun
in accordance with, pursuant to or by virtue of any terms of this Agreement, the
transactions referred to herein, any Loan Document or oral or written agreement
relating to any of the foregoing, including without limitation any approval or
acceptance given or denied.

         8.       Representations and Warranties. By its execution hereof, the
Borrower hereby certifies on behalf of itself and the other Credit Parties that
each of the representations and warranties set forth in the Credit Agreement and
the other Loan Documents is true and correct as of the date hereof as if fully
set forth herein, and that as of the date hereof no Default or Event of Default
(other than Events of Default occurring as a result of the occurrence of the
Acknowledged Defaults) has occurred and is continuing. Additionally, the
Borrower represents and warrants that since March 14, 2000, no event which has
had, or could reasonably be expected to have, a Material Adverse Effect has
occurred, except as previously disclosed in writing to the Agent.

         9.       Fees and Expenses.

         (a)      The Borrower shall pay to the Agent, for distribution to the
Lenders pro rata in accordance with their Commitment Percentages, a fee in an
amount equal to $500,000 which such fee shall be fully earned on the date first
written above and shall be due and payable in full on or prior to the Waiver
Maturity Date.

         (b)      Notwithstanding anything set forth in any Loan Document to the
contrary and in addition to any of the terms and provisions thereof each of the
Credit Parties agrees to reimburse Agent for all out-of-pocket expenses incurred
(including the reasonable fees and expenses of all of its legal counsel,
advisors, consultants and auditors) retained in connection with the Loan
Documents and the related transactions, documentation and advice in connection
therewith in respect of the administration, default or collection of the
Existing Extensions of Credit or in connection with the Credit Agreement and
related documentation and the exercise, preservation or enforcement of any of
Agent's and Lenders' rights thereunder. Notwithstanding the

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generality of the foregoing, the Credit Parties hereby agree to reimburse the
Agent for all reasonable fees, costs and expenses, including the reasonable
fees, costs and expenses of counsel or other advisors (including management
consultants and appraisers) for advice, assistance, or other representation in
connection with: (i) the forwarding to the Borrower or any other Person on
behalf of Borrower by the Agent of the proceeds of the Existing Extensions of
Credit; (ii) any amendment, modification or waiver of, or consent with respect
to, any of the Loan Documents or related documents or advice in connection with
the administration and collection of the Existing Extensions of Credit or the
rights hereunder or thereunder; (iii) any litigation, contest, dispute, suit,
proceeding or action (whether instituted by Agent, any Lender, any Credit Party
or any other Person) in any way relating to the Existing Extensions of Credit,
any of the Loan Documents and related documentation or any other agreement to be
executed or delivered in connection therewith or herewith, whether as party,
witness, or otherwise, including any litigation, contest, dispute, suit, case,
proceeding or action, and any appeal or review thereof, in connection with a
case commenced by or against the Credit Parties or any other Person that may be
obligated to Agent or any Lender by virtue of the Loan Documents; including any
such litigation, contest, dispute, suit, proceeding or action arising in
connection with any work-out or restructuring of the Existing Extensions of
Credit during the pendency of one or more Events of Default; (iv) any attempt to
enforce any remedies of Agent or any Lender against any or all of the Persons
that may be obligated to Agent or any Lender by virtue of any of the Loan
Documents; including any such attempt to enforce any such remedies in the course
of any work-out or restructuring of the Existing Extensions of Credit during the
pendency of one or more Events of Default; (v) any work-out or restructuring of
the Existing Extensions of Credit during the pendency of one or more Events of
Default; and (vi) efforts to (A) monitor the Existing Extensions of Credit or
any of the other indebtedness obligations of the Credit Parties, and (B)
evaluate, observe or assess any of respective obligations under the Loan
Documents including as to each of clauses (i) through (vi) above, all reasonable
attorneys' and other professional and service providers' fees arising from such
services, including those in connection with any appellate proceedings; and all
expenses, costs, charges and other fees reasonably incurred by such counsel and
others in any way or respect arising in connection with or relating to any of
the events or actions described herein shall be payable, on demand, by the
Credit Parties to the Agent. Without limiting the generality of the foregoing,
such expenses, costs, charges and fees may include: fees, costs and expenses of
accountants, financial advisors, appraisers, investment bankers, management and
other consultants and paralegals; court costs and expenses; photocopying and
duplication expenses; court reporter fees, costs and expenses; long distance
telephone charges; air express charges; telegram or telecopy charges;
secretarial overtime charges; and expenses for travel, lodging and food paid or
incurred in connection with the performance of such legal or other advisory
services.

         (c)      In addition to the fees and expenses set forth above, the
Borrower hereby agrees that the Agent may retain, at the sole cost and expense
of the Credit Parties, a financial consultant (the "Lender Financial
Consultant") satisfactory to the Agent. The Credit Parties shall provide the
Lender Financial Consultant with all reasonable requested access to their
respective officers and senior level employees, books and records. In addition,
at the request of the Agent, the Borrower shall provide the Agent with a
retainer for the Lender Financial Consultant.

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         10.      Covenant of the Borrower to Amend the Credit Agreement. To
induce the Agent and the Required Lenders to agree to the terms of this
Agreement, the Borrower hereby agrees to continue negotiations with the Agent
and the Lenders to amend the Credit Agreement on or before the Waiver Maturity
Date in a manner acceptable to the Agent and the Lenders, in their sole and
absolute discretion.

THE FAILURE OF THE BORROWER TO AMEND THE CREDIT AGREEMENT IN A MANNER ACCEPTABLE
TO THE AGENT AND THE LENDERS, IN THEIR SOLE AND ABSOLUTE DISCRETION, BY THE
WAIVER TERMINATION DATE SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT UNDER THE
CREDIT AGREEMENT, WHICH EVENT OF DEFAULT SHALL PERMIT THE AGENT AND THE LENDERS
THE RIGHT TO PURSUE ALL RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE PROVISIONS OF THIS
PARAGRAPH 10 ARE A MATERIAL AND SUBSTANTIAL INDUCEMENT TO THE AGREEMENT OF THE
PARTIES HERETO TO ENTER INTO THIS AGREEMENT.


         11.      No Third Party Beneficiaries. This Agreement does not and
shall not be construed to confer any rights or remedies upon any Person other
than the parties to this Agreement and their respective successors and permitted
assigns.

         12.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.

         13.      Counterparts. This Agreement may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.

                                            BORROWER:

                                RURAL/METRO CORPORATION, a Delaware corporation

                                By: /s/ DEAN HOFFMAN
                                    --------------------------------
                                   Name:  Dean Hoffman
                                   Title: Vice President








                            [Signature Pages follow]

[Waiver Letter]
<PAGE>   11
                                LENDERS:

                                FIRST UNION NATIONAL BANK,
                                as Agent and Lender

                                By: /s/ RON R. FERGUSON
                                   -----------------------
                                    Name: Ron R. Ferguson
                                    Title: Director



                            [Signature Pages follow]
<PAGE>   12
                                FLEET BANK, N.A., as Lender

                                By:_________________________________
                                   Name:____________________________
                                   Title:___________________________











                            [Signature Pages follow]
<PAGE>   13
                                BANK ONE, NA, as Lender

                                By: /s/ DENNIS WARREN
                                    --------------------------------
                                    Name:  Dennis Warren
                                    Title: Vice President



                            [Signature Pages follow]
<PAGE>   14
                                ABN AMRO BANK N.V., as Lender

                                By:  /s/ STEVEN C. WIMPENNY
                                   ----------------------------------
                                   Name: Steven C. Wimpenny
                                   ----------------------------------
                                   Title: Group Senior Vice President
                                   ----------------------------------







                            [Signature Pages follow]
<PAGE>   15
                                WELLS FARGO BANK, as Lender


                                By:_________________________________
                                   Name:____________________________
                                   Title:___________________________






                            [Signature Pages follow]
<PAGE>   16
                                GENERAL ELECTRIC CAPITAL CORPORATION, as Lender


                                By:  /s/ KARL KIEFFER
                                   ---------------------------------
                                   Name: Karl Kieffer
                                   ---------------------------------
                                   Title: Duly Authorized Signatory
                                   ---------------------------------







                            [Signature Pages follow]
<PAGE>   17
                                BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                  ASSOCIATION, as Lender


                                By:  /s/  KURT A. HUISMAN
                                   ---------------------------------
                                   Name:  Kurt A. Huisman
                                        ----------------------------
                                   Title: Vice President
                                         ---------------------------






                            [Signature Pages follow]
<PAGE>   18
                                PARIBAS, as Lender


                                By: /s/ Don L. Unruh
                                   _________________________________
                                   Name: Don L. Unruh
                                        ____________________________
                                   Title: Vice President
                                         ___________________________


                                By: /s/ William A. Wexler
                                   _________________________________
                                   Name: William A. Wexler
                                        ____________________________
                                   Title: Director
                                         ___________________________
<PAGE>   19
By execution hereof, the undersigned Subsidiary Guarantors hereby acknowledge
and agree to the terms hereof; hereby reaffirm their obligations under the
Subsidiary Guaranty and the Intercompany Subordination Agreement; acknowledge
that the Guaranty Obligations with respect to the Subsidiary Guaranty include
the obligations under this Agreement; acknowledge that the Senior Debt as
defined in and with respect to the Intercompany Subordination Agreement include
the obligations under this Agreement; and hereby agree that the terms of the
Subsidiary Guaranty shall remain in full force and effect notwithstanding the
terms of the Waiver Letter or this Agreement or any other event or condition
which has occurred.

ACCEPTED AND AGREED TO AS OF MARCH 14, 2000.
AID AMBULANCE AT VIGO COUNTY, INC., an Indiana corporation, AMBULANCE TRANSPORT
SYSTEMS, INC., a New Jersey corporation, AMERICAN LIMOUSINE SERVICE, INC., an
Ohio corporation, ARROW AMBULANCE, INC., an Idaho corporation, BEACON
TRANSPORTATION, INC., a New York corporation, COASTAL EMS, INC., a Georgia
corporation, CORNING AMBULANCE SERVICE INC., a New York corporation, DONLOCK,
LTD., a Pennsylvania corporation, E.M.S. VENTURES, INC., a Georgia corporation,
EMS VENTURES OF SOUTH CAROLINA, INC., a South Carolina corporation, EASTERN
AMBULANCE SERVICE, INC., a Nebraska corporation, EASTERN PARAMEDICS, INC., a
Delaware corporation, GOLD CROSS AMBULANCE SERVICES, INC., a Delaware
corporation, GOLD CROSS AMBULANCE SERVICE OF PA., INC., an Ohio corporation,
KEEFE & KEEFE, INC., a New York corporation, KEEFE & KEEFE AMBULETTE, LTD., a
New York corporation, LASALLE AMBULANCE INC., a New York corporation, MEDI-CAB
OF GEORGIA, INC., a Delaware corporation, MEDICAL EMERGENCY DEVICES AND SERVICES
(MEDS), INC., an Arizona corporation, MEDICAL TRANSPORTATION SERVICES, INC., a
South Dakota corporation, MEDSTAR EMERGENCY MEDICAL SERVICES, INC., a Delaware
corporation, MERCURY AMBULANCE SERVICE, INC., a Kentucky corporation, METRO CARE
CORP., an Ohio corporation, MO-RO-KO, INC., an Arizona corporation, MULTI CAB
INC., a New Jersey corporation, MULTI-CARE INTERNATIONAL, INC., a New Jersey
corporation, MULTI-CARE MEDICAL CAR SERVICE, INC., a New Jersey corporation,
MULTI-HEALTH CORP., a Florida corporation, MYERS AMBULANCE SERVICE, INC., an
Indiana corporation, NATIONAL AMBULANCE & OXYGEN SERVICE, INC., a New York
corporation, NORTH MISS. AMBULANCE SERVICE, INC., a Mississippi corporation,
PROFESSIONAL MEDICAL SERVICES, INC., an Arkansas corporation, RISC AMERICA
ALABAMA FIRE SAFETY SERVICES, INC., a Delaware corporation, RMFD OF NEW JERSEY,
INC., a Delaware corporation, R/M MANAGEMENT CO., INC., an Arizona corporation,
R/M OF MISSISSIPPI, INC., a Delaware corporation, R/M OF TENNESSEE G.P., INC., a
Delaware corporation, R/M OF TENNESSEE L.P., INC., a Delaware corporation, R/M
OF TEXAS G.P., INC., a Delaware corporation, R/M PARTNERS, INC., a Delaware
corporation, RMC CORPORATE CENTER, L.L.C., an Arizona limited liability company,
By: RURAL/METRO CORPORATION, an Arizona corporation, Its Member, RURAL/METRO
ARGENTINA, L.L.C., an Arizona limited liability company, By: RURAL/METRO
INTERNATIONAL, INC., a Delaware corporation, Its Member, RURAL/METRO BRASIL,
L.L.C., an Arizona limited liability company, By: RURAL/METRO INTERNATIONAL,
INC., a Delaware corporation, Its Member, RURAL/METRO CANADIAN HOLDINGS, INC., a
Delaware corporation, RURAL/METRO COMMUNICATIONS SERVICES, INC., a Delaware
corporation, RURAL/METRO CORPORATION, an Arizona corporation, RURAL/METRO
CORPORATION OF FLORIDA, a Florida corporation, RURAL/METRO CORPORATION OF
TENNESSEE, a Tennessee corporation, RURAL/METRO FIRE DEPT., INC., an Arizona
corporation, RURAL/METRO HOSPITAL SERVICES, INC., a Delaware corporation


                                By: /s/ Dean Hoffman
                                    ________________________________
                                   Name: Dean Hoffman
                                         ___________________________
                                   Title: Vice President
                                         ___________________________
<PAGE>   20
RURAL/METRO INTERNATIONAL, INC., a Delaware corporation, RURAL/METRO LOGISTICS,
INC., a Delaware corporation, RURAL/METRO MID-ATLANTIC, INC., a Delaware
corporation, RURAL/METRO MID-SOUTH, L.P., a Delaware limited partnership, By:
R/M OF TENNESSEE G.P., INC., a Delaware corporation, Its General Partner,
RURAL/METRO OF ALABAMA, INC., a Delaware corporation, RURAL/METRO OF ARGENTINA,
INC., a Delaware corporation, RURAL/METRO OF ARKANSAS, INC., a Delaware
corporation, RURAL/METRO OF ARLINGTON, INC., a Delaware corporation, RURAL/METRO
OF BRASIL, INC., a Delaware corporation, RURAL/METRO OF CALIFORNIA, INC., a
Delaware corporation, RURAL/METRO OF CENTRAL ALABAMA, INC., a Delaware
corporation, RURAL/METRO OF CENTRAL COLORADO, INC., a Delaware corporation,
RURAL/METRO OF CENTRAL OHIO, INC., a Delaware corporation, RURAL/METRO OF
COLORADO, a Delaware corporation, RURAL/METRO OF GEORGIA, INC., a Delaware
corporation, RURAL/METRO OF GREATER SEATTLE, INC., a Washington corporation,
RURAL/METRO OF INDIANA, INC., a Delaware corporation, RURAL/METRO OF INDIANA,
L.P., a Delaware limited partnership, By: THE AID AMBULANCE COMPANY, INC., a
Delaware corporation, Its General Partner, RURAL/METRO OF INDIANA II, L.P., a
Delaware limited partnership, By: THE AID AMBULANCE COMPANY, INC., a Delaware
corporation, Its General Partner, RURAL/METRO OF KENTUCKY, INC., a Delaware
corporation, RURAL/METRO OF MISSISSIPPI, INC., a Delaware corporation,
RURAL/METRO OF NEBRASKA, INC., a Delaware corporation, RURAL/METRO OF NEVADA,
INC., a Delaware corporation, RURAL/METRO OF NEW YORK, INC., a Delaware
corporation, RURAL/METRO OF NORTH FLORIDA, INC., a Florida corporation,
RURAL/METRO OF NORTH TEXAS, L.P., By: R/M OF TEXAS G.P., INC., a Delaware
corporation, Its General Partner, RURAL/METRO OF NORTHERN OHIO, INC., a Delaware
corporation, RURAL/METRO OF OHIO, INC., a Delaware corporation, RURAL/METRO OF
OREGON, INC., a Delaware corporation, RURAL/METRO OF ROCHESTER, INC., a New York
corporation, RURAL/METRO OF SAN DIEGO, INC., a California corporation,
RURAL/METRO OF SOUTH CAROLINA, INC., a Delaware corporation, RURAL/METRO OF
SOUTH DAKOTA, INC., a Delaware corporation, RURAL/METRO OF SOUTHERN OHIO, INC.,
an Ohio corporation, RURAL/METRO OF TENNESSEE, L.P., a Delaware limited
partnership, By: R/M OF TENNESSEE G.P., INC., a Delaware corporation, Its
General Partner, RURAL/METRO OF TEXAS, INC., a Delaware corporation, RURAL/METRO
OF TEXAS, L.P., a Delaware limited partnership, By: R/M OF TEXAS G.P., INC., a
Delaware corporation, Its General Partner, RURAL/METRO PROTECTION SERVICES,
INC., an Arizona corporation, RURAL/METRO TEXAS HOLDINGS, INC., a Delaware
corporation, SW GENERAL, INC., an Arizona corporation, SIOUX FALLS AMBULANCE,
INC., a South Dakota corporation, SOUTH GEORGIA EMERGENCY MEDICAL SERVICES,
INC., a Georgia corporation, SOUTHWEST AMBULANCE AND RESCUE OF ARIZONA, INC., an
Arizona corporation, SOUTHWEST AMBULANCE OF CASA GRANDE, INC., an Arizona
corporation, SOUTHWEST AMBULANCE OF TUCSON, INC., an Arizona corporation,
SOUTHWEST GENERAL SERVICES, INC., an Arizona corporation, THE AID AMBULANCE
COMPANY, INC., a Delaware corporation, THE AID COMPANY, INC., an Indiana
corporation, TOWNS AMBULANCE SERVICE, INC., a New York corporation, VALLEY FIRE
SERVICE, INC., a Delaware corporation, W & W LEASING COMPANY, INC., an Arizona
corporation

                                By: /s/ Dean Hoffman
                                   ________________________________
                                   Name: Dean Hoffman
                                        ___________________________
                                   Title: Vice President
                                         ___________________________