ROLLINS ENVIRONMENTAL SERVICES, INC.

                             1993 Stock Option Plan

         1.  PURPOSE.  The 1993 Stock  Option  Plan (the  "Plan") is intended to
advance  the  best  interests  of  Rollins  Environmental  Services,  Inc.  (the
"Company") by providing its employees and the employees of its subsidiaries with
additional incentive and by increasing their proprietary interest in the success
of the Company and its subsidiary corporations.

         2.  ADMINISTRATION.  The Plan shall be administered by the Stock Option
Committee  of the Board of  Directors  of the  Company  (the  "Committee").  The
Committee  shall consist of two or more  Directors of the Company,  each of whom
shall be a  disinterested  person and shall not have been  granted  or  awarded,
during the one year prior to service as an administrator of the Plan, any equity
securities  pursuant  to the Plan or any other plan of the Company or any of its
affiliates,  except as permitted by Rule 16b-3 of the Securities Exchange Act of
1934.  Meetings  shall be held at such time and place as shall be  determined by
the  Committee.  A majority of the members of the Committee  shall  constitute a
quorum for the  transaction  of  business,  and the vote of a majority  of those
members  present at any meeting shall decide any questions  brought  before that
meeting.  In addition,  the Committee may take any action otherwise proper under
the Plan by the  unanimous  written  consent  of its  members.  No member of the
Committee  shall be liable for any act or  omission  of any other  member of the
Committee or for any act or omission on his own part, including, but not limited
to, the exercise of any power or discretion given to him under the Plan,  except
those  resulting  from his own  gross  negligence  or  willful  misconduct.  All
questions of  interpretation  and application of the Plan, or of options granted
hereunder (the "Options"), shall be subject to the determination, which shall be
final and binding, of a majority of the whole Committee.

         3. OPTION SHARES. The stock subject to the Options and other provisions
of the Plan shall be shares of the Company's Common Stock,  $1.00 par value (the
"Stock").  The total  amount of the Stock with  respect to which  Options may be
granted shall not exceed in the aggregate  900,000  shares;  provided,  however,
that the class and  aggregate  number of shares  which may be subject to Options
granted  hereunder  shall  be  subject  to  adjustment  in  accordance  with the
provisions  of  Paragraph  16  hereof.  Such  shares may be  treasury  shares or
authorized but unissued shares. In the event that any outstanding Option for any
reason shall expire, the shares of Stock allocable to the unexercised portion of
such Option may again be subject to an Option under the Plan.

         4.  TERMINATION  OF PLAN.  The Plan shall  terminate on April 30, 1994,
unless prior to that time it has been approved by the vote or written consent of
the holders of not less than a majority of the then outstanding  common stock of
the Company.  If such approval is given,  the Plan shall  terminate on April 30,
2003; provided,  however,  that the Board of Directors of the Company within its
absolute  discretion  may terminate  the Plan at any time. No such  termination,
other than as  provided  for in  Section 16 hereof,  shall in any way affect any
Option then outstanding.


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         5.  AUTHORITY TO GRANT  OPTIONS.  The  Committee may grant from time to
time, to such eligible  individuals as it shall from time to time determine,  an
Option,  or Options,  to buy a stated  number of shares of Stock under the terms
and conditions of the Plan. Subject only to any applicable limitations set forth
in the Plan,  the number of shares of Stock to be covered by any Option shall be
as determined by the Committee.  The Committee shall determine whether an Option
shall  be an  "incentive  stock  option"  qualified  under  Section  422A of the
Internal Revenue Code of 1986 as amended (the "Code"), or a "non-qualified stock
option" (that is, any Option which is not considered an incentive stock option).
The  aggregate  fair market  value  (determined  as provided in Section 7 of the
Plan) of the Stock with  respect to which  incentive  stock  options are granted
hereunder  which are  exercisable for the first time by such employee during any
calendar  year (under all the stock option plans  maintained  by the Company and
subsidiary  corporations)  shall not exceed  $100,000 in accordance with Section
422A of the Code. No option shall be granted under the Plan after ten (10) years
from the date the Plan is adopted.

         6. ELIGIBILITY. The individuals who shall be eligible to participate in
the Plan shall be employees of the Company, or of any subsidiary corporation, as
the Committee  shall  determine from time to time;  provided,  however,  that no
employee  owning more than ten percent  (10%) of the stock of the Company at the
time an option is granted shall be eligible to  participate in the Plan. For all
purposes  of  the  Plan,  the  term  "subsidiary  corporation"  shall  mean  any
corporation  of which the  Company is the "parent  corporation"  as that term is
defined in Section 425(e) of the Code.

         7. OPTION PRICE. The price at which shares may be purchased pursuant to
an Option shall be not less than the fair market value of the shares of Stock on
the date the Option is granted,  and the Committee in its discretion may provide
that the price at which  shares  may be  purchased  shall be more than such fair
market value. The "fair market value" of the Stock shall be the closing price of
the Stock on the New York Stock  Exchange as reported in The Wall Street Journal
for the  trading  day on which the  Option is  granted,  or if the Option is not
granted on a trading day, then such fair market value shall be determined on the
trading day before the Option is granted.

         8.  DURATION  OF  OPTIONS.  No Option  shall be  exercisable  after the
expiration of ten years from the date such Option is granted;  and the Committee
in its  discretion  may provide that an Option shall be  exercisable  throughout
such ten-year  period or during any lesser period of time commencing on or after
the date of grant of the Option and ending upon or before the expiration of such
ten-year period.

         9. AMOUNT EXERCISABLE.  Each Option may be exercised,  so long as it is
valid and outstanding,  from time to time in part or as a whole,  subject to any
limitations  with  respect  to the  number of shares for which the Option may be
exercised at a particular time and to such other  conditions as the Committee in
its discretion may specify upon granting the Option.

         10. EXERCISE OF OPTIONS.  Options shall be exercised by the delivery of
written notice to the Company setting forth the number of shares with respect to
which the Option is to be exercised,  together with cash,  personal check,  bank
draft or postal or express  money order  payable to the order of the Company for
an amount equal to the Option price of such shares,  and


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specifying  the  address  to which the  certificates  for such  shares are to be
mailed. Such notice may be delivered in person to a member of the Committee,  or
the Secretary of the Company,  or may be sent by registered mail, return receipt
requested,  to a member of the  Committee,  or the Secretary of the Company,  in
which case delivery shall be deemed made on the date such notice is deposited in
the mail. As promptly as practicable after receipt of such written  notification
and payment,  the Company  shall  deliver to the optionee  certificates  for the
number of shares with respect to which such Option has been so exercised, issued
in the optionee's name;  provided,  however,  that such delivery shall be deemed
effected for all purposes when a stock  transfer agent of the Company shall have
deposited  such  certificates  in  the  United  States  mail,  addressed  to the
optionee, at the address specified pursuant to this Paragraph 10.

         11.  TRANSFERABILITY OF OPTIONS.  Options shall not be transferrable by
the optionee  other than by will or under the laws of descent and  distribution,
and shall be exercisable, during his lifetime, only by the optionee.

         12.  TERMINATION OF EMPLOYMENT BY OPTIONEE.  Except as may be otherwise
expressly  provided  herein,  Options  shall  terminate on such date as shall be
selected  by the  Committee  in  its  discretion  and  specified  in the  Option
agreement not in excess of one day less than three months following severance of
the employment  relationship  between the Company or its subsidiary  corporation
and the optionee for any reason, for or without cause.  Whether authorized leave
of absence,  or absence on  military or  government  service,  shall  constitute
severance of the employment  relationship  between the Company or its subsidiary
corporation  and the optionee  shall be  determined by the Committee at the time
thereof.  If, before the date of expiration of the Option, the optionee shall be
retired in good  standing  from the employ of the  Company for reasons of age or
disability  under the then  established  rules of the Company,  the Option shall
terminate on the earlier of such date of  expiration  or one day less than three
months after the date of such retirement.  In the event of such retirement,  the
optionee  shall  have the  right  prior to the  termination  of such  Option  to
exercise  the Option to the extent to which he was  entitled  to  exercise  such
Option  immediately  prior to such retirement.  After the death of the optionee,
his executors,  administrators,  or any person or persons to whom his Option may
be  transferred by will or by the laws of descent and  distribution,  shall have
the right,  at any time prior to the  earlier of the date of  expiration  or one
year  following the date of such death,  to exercise the Option,  in whole or in
part  (without  regard to any  limitations  set forth in or imposed  pursuant to
Paragraph 9 hereof).

         13.  REQUIREMENTS  OF LAW. The Company shall not be required to sell or
issue any shares  under an Option if the  issuance of such shares  constitute  a
violation  by the  optionee  or the  Company  of any  provisions  of any  law or
regulation or any governmental  authority.  In addition,  in connection with the
Securities Act of 1933 (as now in effect or hereafter amended), upon exercise of
any Option,  the Company  shall not be required to issue such shares  unless the
Committee has received evidence satisfactory to it to the effect that the holder
of such Option will not transfer such shares except  pursuant to a  registration
statement  in effect  under  such Act or unless an  opinion  of  counsel  to the
Company has been received by the Company to the effect that such registration is
not required.  Any  determination  in this  connection by the Committee shall be
final,  binding and conclusive.  In the event the shares issuable on exercise of
an Option


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are not  registered  under the  Securities Act of 1 933, the Company may imprint
the following legend or any other legend which counsel for the Company considers
necessary or advisable to comply with the Securities Act of 1933:

         "The  shares of stock  represented  by this  certificate  have not been
         registered  under the  Securities  Act of 1933 or under the  securities
         laws of any State and may not be sold or  transferred  except upon such
         registration  or upon  receipt by the  Company of an opinion of counsel
         satisfactory to the Company, in form and substance  satisfactory to the
         Company, that registration is not required for such sale or transfer."

         The Company may, but shall in no event be  obligated  to,  register any
securities  covered  hereby  pursuant to the  Securities  Act of 1933 (as now in
effect or as hereafter  amended);  and in the event any shares are so registered
the Company may remove any legend on certificates  representing such shares. The
Company shall not be obligated to take any other affirmative  action in order to
cause the  exercise of an Option or the issuance of shares  pursuant  thereto to
comply with any law or regulation of any governmental authority.

         14.  NO RIGHTS AS  SHAREHOLDER.  No  optionee  shall  have  rights as a
shareholder  with  respect to shares  covered  by his  Option  until the date of
issuance  of a stock  certificate  for such  shares;  and,  except as  otherwise
provided in Paragraph 16 hereof,  no  adjustment  for  dividends,  or otherwise,
shall be made if the record  date  thereof is prior to the date of  issuance  of
such certificate.

         15. EMPLOYMENT OBLIGATION.  The granting of any Option shall not impose
upon the Company any  obligation  to employ or continue to employ any  optionee;
and the right of the Company to terminate the  employment of any employee  shall
not be  dismissed  or  affected  by reason  of the fact that an Option  has been
granted to him.

         16.  CHANGES IN THE  COMPANY'S  CAPITAL  STRUCTURE.  The  existence  of
outstanding  Options  shall  not  affect  in any way the  right  or power of the
Company  or its  shareholders  to  make  or  authorize  any or all  adjustments,
recapitalizations,  reorganizations  or other changes in the  Company's  capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds,  debentures,  preferred  or prior  preference  stock ahead of or
affecting the Stock or the rights thereof,  or the dissolution or liquidation of
the  Company,  or any  sale or  transfer  of all or any  part of its  assets  or
business,  or any  other  corporate  act or  proceeding,  whether  of a  similar
character or otherwise.

         If the Company shall effect a subdivision or consolidation of shares or
other capital  readjustment,  the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation  therefor  in money,  services  or  property,  then (a) the number,
class,  and per share price of shares of stock  subject to  outstanding  Options
hereunder  shall be  appropriately  adjusted  in such a manner as to  entitle an
optionee to receive upon  exercise of any Option,  for the same  aggregate  cash
consideration,  the same  total  number  and class of  shares  as he would  have
received  had he  exercised  his Option in full  immediately  prior to the event
requiring the  adjustment;  and (b) the number and class of shares then reserved
for  issuance  under the Plan shall be  adjusted by  substituting  for the total
number


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and class of shares of Stock then  reserved  that  number and class of shares of
stock  that  would  have  been  received  by the  owner  of an equal  number  of
outstanding  shares of each class of Stock as the result of the event  requiring
the adjustment.

         After a merger of one or more corporations into the Company, or after a
consolidation  of the Company and one or more  corporations in which the Company
shall be the surviving corporation,  each holder of an outstanding Option shall,
at no  additional  cost,  be  entitled  upon  exercise of such Option to receive
(subject to any required action by shareholders) in lieu of the number and class
of shares as to which such Option would have been so  exercisable in the absence
of such event,  the number and class of shares of stock or other  securities  to
which  such  holder  would  have  been  entitled  pursuant  to the  terms of the
agreement of merger or  consolidation  if,  immediately  prior to such merger or
consolidation, such holder had been the holder of record of the number and class
of  shares of Stock  equal to the  number  and class of shares as to which  such
Option shall be so exercised.

         If the Company is merged into or consolidated with another  corporation
under  circumstances where the Company is not the surviving  corporation,  or if
the Company is liquidated,  or sells or otherwise  disposes of substantially all
of  its  assets  to  another   corporation  while  unexercised   Options  remain
outstanding under the Plan: (i) subject to the provisions of clause (iii) below,
after the effective date of such merger,  consolidation or sale, as the case may
be, each holder of an  outstanding  Option shall be entitled,  upon  exercise of
such Option, to receive, in lieu of shares of the Stock, shares of such stock or
other  securities  as the  holders  of  shares of such  class of Stock  received
pursuant to the terms of the merger,  consolidation  or sale;  (ii) the Board of
Directors  may  waive  any  limitations  set  forth in or  imposed  pursuant  to
Paragraph  9 hereof  so that all  Options,  from and  after a date  prior to the
effective date of such merger,  consolidation,  liquidation or sale, as the case
may be,  specified by the Board,  shall be  exercisable  in full;  and (iii) all
outstanding  Options  may  be  canceled  by the  Board  of  Directors  as of the
effective date of any such merger,  consolidation,  liquidation or sale provided
that (x) notice of such cancellation  shall be given to each holder of an Option
and (y) each holder of an Option shall have the right to exercise such Option in
full  (without  regard to any  limitations  set forth in or imposed  pursuant to
Paragraph 9 hereof) during a 30-day period  preceding the effective date of such
merger, consolidation, liquidation or sale.

         Except as hereinbefore  expressly provided, the issue by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  for cash or property,  or for labor or services,  either upon direct
sale or upon the exercise of rights or warrants to subscribe  therefor,  or upon
conversion of shares or obligations of the Company  convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with  respect  to,  the  number,  class or price of shares of Stock then
subject to outstanding Options.

         17.  AMENDMENT  OR  TERMINATION  OF PLAN.  The Board of  Directors  may
modify,  revise  or  terminate  this  Plan at any time  and  from  time to time;
provided,  however, that without the further approval of the holders of at least
a majority of the  outstanding  shares of Stock,  the Board may not increase the
aggregate  number of shares  which may be issued under  Options  pursuant to the
provisions  of the  Plan  and  that any  amendment,  modification,  revision  or
termination shall not effect any outstanding options.


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         18. WRITTEN AGREEMENT.  Each Option granted hereunder shall be embodied
in a  written  option  agreement,  which  shall  be  subject  to the  terms  and
conditions  prescribed  above and shall be  signed  by the  optionee  and by the
President  or any  Executive  Officer of the  Company for and in the name and on
behalf of the  Company.  Such an  option  agreement  shall  contain  such  other
provisions as the Committee in its discretion shall deem advisable.

         19.  INDEMNIFICATION  OF COMMITTEE.  The Company shall  indemnify  each
present  and future  member of the  Committee  against,  and each  member of the
Committee  shall be entitled  without  further act on his part to indemnity from
the Company for, all expenses  (including the amount of judgments and the amount
of  approved  settlements  made  with a view  to the  curtailment  of  costs  of
litigation,  other than amounts paid to the Company itself) reasonably  incurred
by him in  connection  with or arising out of any action,  suit or proceeding in
which he may be  involved  by reason of his being or having been a member of the
Committee, whether or not he continues to be such member of the Committee at the
time of incurring such expenses;  provided,  however,  that such indemnity shall
not include any  expenses  incurred by any such member of the  Committee  (a) in
respect of matters as to which he shall be finally  adjudged in any such action,
suit or proceeding to have been guilty of gross negligence or willful misconduct
in the  performance  of his  duty as such  member  of the  Committee,  or (b) in
respect  of any matter in which any  settlement  is  effected,  to any amount in
excess of the amount approved by the Company on the advice of its legal counsel;
and provided further,  that no right of indemnification under the provisions set
forth  herein shall be  available  to or  enforceable  by any such member of the
Committee  unless,  within sixty (60) days after institution of any such action,
suit or  proceeding,  he  shall  have  offered  the  Company,  in  writing,  the
opportunity to handle and defend same at its own expense. The foregoing right of
indemnification  shall  inure  to  the  benefit  of  the  heirs,   executors  or
administrators  of each such member of the Committee and shall be in addition to
all other  rights to which such  member of the  Committee  may be  entitled as a
matter of law, contract or otherwise.

         20.  EFFECTIVE DATE OF PLAN. The Plan shall become  effective and shall
be deemed to have been adopted on April 30, 1993.


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