<PAGE>   1
                                                                   Exhibit 10.61

                               FIFTH AMENDMENT TO

                   PROVISIONAL WAIVER AND STANDSTILL AGREEMENT


         THIS FIFTH AMENDMENT to Provisional Waiver and Standstill Agreement
(this "Fifth Amendment") is made and entered into as of the 23rd day of April,
2001, 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 Provisional Waiver and Standstill Agreement dated as of
March 14, 2000 (as amended, restated, supplemented or otherwise modified, the
"Waiver Agreement"), the Borrower, the Agent and the Lenders, each a party to
the Amended and Restated Credit Agreement dated as of March 16, 1998 (as amended
by the First Amendment dated as of June 30, 1998 and as further amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), agreed to
waive the Acknowledged Defaults provisionally for a period of 30 days after
March 14, 2000 and to defer the exercise of remedies during such period, subject
to the express terms and provisions of the Waiver Agreement.

         Pursuant to the First Amendment to the Provisional Waiver and
Standstill Agreement dated as of April 13, 2000 (the "First Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to continue to
waive the Acknowledged Defaults provisionally until July 14, 2000, or earlier if
certain other specified events occur, and to continue negotiations with the
Agent and the Lenders to amend or otherwise restructure the Credit Agreement.

         Pursuant to the Second Amendment to the Provisional Waiver and
Standstill Agreement dated as of July 14, 2000 (the "Second Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until October 16,
2000, or earlier if certain other specified events occur, and to further
continue negotiations with the Agent and the Lenders to amend or otherwise
restructure the Credit Agreement.

         Pursuant to the Third Amendment to the Provisional Waiver and
Standstill Agreement dated as of October 16, 2000 (the "Third Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until January 31,
2001, or earlier if certain other specified events occur, and to
<PAGE>   2
further continue negotiations with the Agent and the Lenders to amend or
otherwise restructure the Credit Agreement.

         Pursuant to the Fourth Amendment to the Provisional Waiver and
Standstill Agreement dated as of January 31, 2001 (the "Fourth Amendment"), the
Borrower, the Lenders and the Agent agreed, among other things, to further
continue to waive the Acknowledged Defaults provisionally until April 15, 2001,
or earlier if certain other specified events occur, and to further continue
negotiations with the Agent and the Lenders to amend or otherwise restructure
the Credit Agreement. The Borrower breached the Fourth Amendment by failing to
comply with Section 3.c thereof in respect of paragraph 4(m) of the Waiver
Agreement (the "Fourth Amendment Default"). The Borrower, the Agent and the
Lenders acknowledge and agree that the Fourth Amendment Default shall hereby be
an additional Acknowledged Default. The Borrower, the Agent and the Lenders are
continuing to negotiate but have not yet reached an agreement on such amendment
or restructuring and the Borrower has, therefore, requested an additional period
of time in which to continue such negotiations.

         The Lenders and the Agent are willing to continue to waive the
Acknowledged Defaults provisionally for an additional period of time and to
defer the exercise of remedies in respect of the Acknowledged Defaults during
such period subject to the express terms and provisions of this Fifth Amendment.
This Fifth Amendment shall be deemed to be one of the Loan Documents under and
pursuant to the Credit Agreement.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         1. Effect of Amendment and Acknowledgments by Borrower. Except as
expressly amended hereby, the Fourth Amendment, the Third Amendment, the Second
Amendment, the First Amendment, the Waiver Agreement, the Credit Agreement and
each other Loan Document, shall be and remain in full force and effect. The
amendments granted in this Fifth Amendment are specific and limited and shall
not constitute a modification, acceptance or waiver of any other provision of
the Fourth Amendment, the Third Amendment, the Second Amendment, the First
Amendment, the Waiver Agreement, the Credit Agreement, the other Loan Documents
or any other document or instrument entered into in connection therewith, or a
future modification, acceptance or waiver of the provisions set forth therein.
For avoidance of doubt, but in no way limiting the scope and breadth of the
previous sentences in this paragraph, each Credit Party hereby reaffirms each of
the acknowledgments and agreements made by it in Sections 1 (except as expressly
amended in Section 3(a) below), 6 and 7 of the Waiver Agreement as if each such
acknowledgment and agreement was made as of the date hereof.

         2. Capitalized Terms. All capitalized undefined terms used in this
Fifth Amendment shall have the meanings assigned thereto in the Waiver
Agreement.
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         3. Amendment of Waiver Agreement. The Waiver Agreement shall be hereby
amended as follows:

         a. Section 1 shall hereby be amended by deleting paragraph 1(c) and
replacing it in its entirety with the following:

                  "(c) The Loans outstanding as of the date hereof are in an
         amount equal to $144,336,000.00 (the "Existing Loans") and the L/C
         Obligations outstanding as of the date hereof are in an amount equal to
         $6,515,000.00 (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."

         b. Section 2 shall hereby be amended by deleting Section 2 and
replacing it in its entirety with the following:

                  "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) August 1, 2001; (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 quarters ending
         March 31, 2000, June 30, 2000, September 30, 2000, December 31, 2000,
         March 31, 2001 and June 30, 2001; (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 U.S. Bank National Association, a national banking association,
         successor to 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 the Waiver Agreement as amended by
         the First Amendment, the Second Amendment, the Third Amendment, the
         Fourth Amendment and this Fifth Amendment, 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."

         c. Section 3 shall hereby be amended by adding the following sentence
to the end of clause (i) of subparagraph 3(b):

                  "Notwithstanding anything in the Loan Documents to the
         contrary, the Borrower shall not be obligated to make any repayments of
         the Existing Loans (and the Aggregate Commitment shall not be reduced)
         under this subparagraph 3(b)(i) solely in respect of the amounts and
         the transactions which are set forth on Exhibit "A" hereto."
<PAGE>   4
         d. Section 3 shall be further amended by adding the following sentence
to the end of clause (ii) of subparagraph 3(b):

                  "Any Excess Cash generated from and after the date of the
         Fifth Amendment is not required to be applied by the Borrower to reduce
         the Aggregate Commitment or to repay the Existing Loans pursuant to the
         terms of this clause (ii)."

         e. Section 3 shall be further amended by adding the following clause
(iii) to the end of subparagraph 3(b):

                  "(iii) The Aggregate Commitment, in addition to all other
         reductions set forth in paragraph 3(b) hereof, shall hereafter be
         further permanently reduced and the principal amount of the Existing
         Loans further repaid by an amount equal to one hundred percent (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 and net of such other liabilities, costs and expenses as
         are reasonably acceptable to the Agent and the Lenders, from the sale
         or other disposition of any or all assets or equity ownership interest
         in the entities listed on Schedule "1" hereto or any Subsidiary thereof
         (including any such Person's equity ownership in any Person)."

         f. Section 4 shall hereby be amended by deleting paragraph 4(h) and
replacing it in its entirety with the following:

                  "(h) The amount of disbursements in each two (2) consecutive
         week period by the Borrower and its Subsidiaries shall not exceed by
         more than five percent (5%) the amount of disbursements for such two
         (2) week period set forth in the Cash Flow Projection (the "Variance");
         provided, that the Borrower and its Subsidiaries may use the Carve Out
         that is not required to be turned over to the Lenders to make any
         additional disbursements; provided, further, that the reasonable fees
         and expenses of the Borrower in respect of the Investment Banker and
         the Restructure Consultant (as defined below) (including reasonable
         legal and other professional fees associated solely with the
         restructuring of the debt of the Borrower and its Subsidiaries or
         exploring strategic alternatives) shall be excluded from the
         calculation of the Variance; and, provided, further, that any
         expenditures of the Borrower in respect of insurance (including
         collateral requirements in respect of existing insurance or replacement
         insurance programs) will be excluded from the bi-weekly calculation of
         the Variance but not from the calculation of the Variance on the Waiver
         Maturity Date."

         g. Section 4 shall hereby be further amended by adding the following
paragraph 4(n) to the end of Section 4:

                  "(n) No later than thirty (30) days from the date of this
         Fifth Amendment, the Borrower shall have engaged an investment banker
         with expertise in restructuring matters (the "Restructure Consultant")
         to assist the Borrower and its domestic Subsidiaries in the
         restructuring of their debt and in determining strategic alternatives.
         The Agent and the Lenders
<PAGE>   5
         shall be provided with an executed copy of the engagement letter
         between the Borrower and the Restructure Consultant promptly upon such
         letter's execution. The Restructure Consultant shall provide to the
         Borrower, with a copy to the Agent and the Lenders by no later than
         June 30, 2001 a written restructuring and strategic alternatives report
         for the Borrower and its domestic Subsidiaries. The Agent and the
         Lenders shall be permitted to have reasonable access to, and
         discussions with, the Restructure Consultant; provided that the
         Borrower and/or the Borrower's representatives shall be permitted to be
         present during such access to, and discussions with, the Restructure
         Consultant; provided, further, that the Agent and the Lenders shall not
         be precluded from speaking directly with the Restructure Consultant
         without the Borrower being present during such access to, and
         discussions with, the Restructure Consultant upon Borrower's prior
         written consent to such effect, which consent may be granted or
         withheld in the Borrower's absolute discretion."

         4. Release. Each Credit Party, on behalf of itself and any Person
claiming by, through, or under such Credit Party, 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, accountants, legal representatives, successors and assigns
(the Agent, the Lenders and their directors, officers, employees, agents,
attorneys, financial advisors, accountants, 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 each Credit Party, on behalf of
itself and any Person claiming by, through or under such Credit Party, 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 Fifth Amendment and occurred, existed, was taken,
permitted or begun in accordance with, pursuant to or by virtue of any terms of
this Fifth Amendment, 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.

         5. 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 on behalf of itself and the other Credit Parties represents and
warrants that, since July 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 (which includes any public
disclosures made in Borrower's press releases or filings with the Securities and
Exchange Commission, provided that such press releases and filings were provided
to SSL for the benefit of the Agent).
<PAGE>   6
         6. Conditions. The effectiveness of this Fifth Amendment 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 Fifth Amendment, duly executed and delivered by
                           the Credit Parties, the Agent and the Lenders
                           constituting Required Lenders;

                  (ii)     a cash flow projection (the "Cash Flow Projection")
                           for the Borrower and its Subsidiaries for each week
                           up through and including August 1, 2001 which shall
                           be attached hereto as Exhibit "B" and which shall be
                           in the form and substance satisfactory to the Lender
                           Financial Consultant; and

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

         b. The Borrower shall have paid all outstanding fees and expenses, to
the extent that the Borrower has received an invoice for such fees and expenses,
through the date hereof of SSL and the Lender Financial Consultant.

         c. The Borrower shall have made a payment in the aggregate amount of
one million two hundred fifty thousand ($1,250,000) dollars to the Agent and the
Lenders in respect of the principal amount of the Existing Loans which payment
shall be distributed to the Lenders pro rata in accordance with their respective
Commitment Percentages and shall be deemed a permanent reduction of the
Aggregate Commitment.

         7. Governing Law. THE WAIVER AGREEMENT, AS AMENDED BY THE FIRST
AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, THE FOURTH AMENDMENT AND
AS AMENDED HEREIN, AND EACH OTHER LOAN DOCUMENT, UNLESS OTHERWISE EXPRESSLY SET
FORTH THEREIN, SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS OR
CHOICE OF LAW PRINCIPLES THEREOF.

         8. Miscellaneous.

         a. Reversal of Payments. To the extent the Borrower makes a payment or
payments to the Agent for the ratable benefit of Lenders pursuant to the Waiver
Agreement, as amended by the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment and as amended herein, the Notes or any other
Loan Document which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds repaid,
<PAGE>   7
the Obligations or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if such payment or proceeds had not been
received by the Agent.

         b. Arbitration.

                              (i) Binding Arbitration. Upon demand of any party,
                  whether made before or after institution of any judicial
                  proceeding, any dispute, claim or controversy arising out of,
                  connected with or relating to the Waiver Agreement, as amended
                  by the First Amendment, the Second Amendment, the Third
                  Amendment, the Fourth Amendment and as amended herein, the
                  Notes or any other Loan Documents ("Disputes"), between or
                  among parties to this Fifth Amendment, the Notes or any other
                  Loan Document shall be resolved by binding arbitration as
                  provided herein. Institution of a judicial proceeding by a
                  party does not waive the right of that party to demand
                  arbitration hereunder. Disputes may include, without
                  limitation, tort claims, counterclaims, claims brought as
                  class actions, claims arising from Loan Documents executed in
                  the future, or claims concerning any aspect of the past,
                  present or future relationships arising out or connected with
                  the Loan Documents. Arbitration shall be conducted under and
                  governed by the Commercial Financial Disputes Arbitration
                  Rules (the "Arbitration Rules") of the American Arbitration
                  Association (the "AAA") and Title 9 of the U.S. Code. All
                  arbitration hearings shall be conducted in Charlotte, North
                  Carolina. The expedited procedures set forth in Rule 51, et
                  seq., of the Arbitration Rules shall be applicable to claims
                  of less than $1,000,000. All applicable statutes of limitation
                  shall apply to any Dispute. A judgment upon the award may be
                  entered in any court having jurisdiction. The panel from which
                  all arbitrators are selected shall be comprised of licensed
                  attorneys. The single arbitrator selected for expedited
                  procedure shall be a retired judge from the highest court of
                  general jurisdiction, state or federal, of the state where the
                  hearing will be conducted. The arbitrators shall be appointed
                  as provided in the Arbitration Rules.

                              (ii) Preservation of Certain Remedies.
                  Notwithstanding the preceding binding arbitration provisions,
                  the Agent and the Lenders preserve, without diminution,
                  certain remedies that the Agent and the Lenders may employ or
                  exercise freely, either alone, in conjunction with or during a
                  Dispute. The Agent and the Lenders shall have and hereby
                  reserve the right to proceed in any court of proper
                  jurisdiction or by self help to exercise or prosecute the
                  following remedies: (A) all rights to foreclose against any
                  real or personal property or other security by exercising a
                  power of sale granted in the Loan Documents or under
                  applicable law or by judicial foreclosure and sale, (B) all
                  rights of self help including peaceful occupation of property
                  and collection of rents, set off, and peaceful possession of
                  property and (C) obtaining provisions or ancillary remedies
                  including injunctive relief, sequestration, garnishment,
                  attachment, appointment of receiver and in filing an
                  involuntary bankruptcy proceeding. Preservation of these
                  remedies does not limit the power of any arbitrator to grant
                  similar remedies that may be requested by a party in a
                  Dispute.

         c. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
AGENT, EACH LENDER AND THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE WAIVER AGREEMENT, AS AMENDED
BY THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT, THE FOURTH
AMENDMENT AND AS AMENDED HEREIN, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS.

         d. Survival of Terms of Agreement. The waivers, agreements, covenants,
representations and warranties of each Credit Party in the Waiver Agreement, as
amended by the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment and as amended herein, shall survive the Waiver Maturity Date.
<PAGE>   8
         e. Side Letter. The letter from the Borrower to the Agent dated July
17, 2000 that was executed in connection with the Second Amendment shall remain
in full force and effect and shall be a Loan Document.

         9. Counterparts. This Fifth Amendment 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.


                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
<PAGE>   9
         IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be duly executed as of the date and year first above written.

                                       BORROWER:

                                       RURAL/METRO CORPORATION, a Delaware
                                            corporation

                                       By:  /s/  John S. Banas III
                                            -----------------------------------
                                            Name:  John S. Banas III
                                            Title:  Assistant Secretary



                            [Signature pages follow.]
<PAGE>   10
                                    LENDERS:

                                    FIRST UNION NATIONAL BANK,
                                    as Agent and Lender

                                    By:  /s/  Ron R. Ferguson
                                         --------------------------------------
                                         Name:  Ron R. Ferguson
                                         Title:  Senior Vice President
<PAGE>   11
                                    FLEET BANK, N.A., as Lender

                                    By:  /s/  G. Christopher Miller
                                         --------------------------------------
                                         Name:  G. Christopher Miller
                                         Title:  Vice President
<PAGE>   12
                                    OAKTREE CAPITAL MANAGEMENT, LLC, as
                                    general partner and/or investment manager of
                                    certain funds and accounts it manages.

                                    By:  /s/
                                         --------------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------
<PAGE>   13
                                    ABN AMRO BANK NV, as Lender

                                    By:  /s/  William J. Teresky, Jr.
                                         --------------------------------------
                                         Name:  William J. Teresky, Jr.
                                         Title:  Group Vice President
<PAGE>   14
                                    WELLS FARGO BANK, as Lender

                                         /s/  Sylvia Vargas
                                         --------------------------------------
                                         Sylvia Vargas
                                         Vice President
<PAGE>   15
                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION, as Lender


                                         /s/  William S. Richardson
                                         --------------------------------------
                                         William S. Richardson
                                         Duly Authorized Signatory
<PAGE>   16
                                    BANK OF AMERICA NATIONAL TRUST AND
                                    SAVINGS ASSOCIATION, as Lender


                                         /s/  Robert J. Likos
                                         --------------------------------------
                                         Robert J. Likos
                                         Vice President
<PAGE>   17
                                    BNP PARIBAS, as Lender


                                         /s/  Edward V. Canale
                                         --------------------------------------
                                         Edward V. Canale
                                         Managing Director


                                         /s/  Kathryn B. Quinn
                                         --------------------------------------
                                         Kathryn B. Quinn
                                         Vice President
<PAGE>   18
By execution hereof, the undersigned Subsidiary Guarantors hereby acknowledge
and agree to the terms hereof; hereby reaffirm their respective 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 Fifth Amendment; acknowledge that
the Senior Debt as defined in and with respect to the Intercompany Subordination
Agreement include the obligations under this Fifth Amendment; and hereby agree
that the terms of the Subsidiary Guaranty shall remain in full force and effect
notwithstanding any event or condition which has occurred.


ACCEPTED AND AGREED TO AS OF APRIL 23, 2001.

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/  John S. Banas III
                                         --------------------------------------
                                         Name:  John S. Banas III
                                         Title: Secretary
<PAGE>   19
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 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/  John S. Banas III
                                         --------------------------------------
                                         Name:  John S. Banas III
                                         Title: Secretary
<PAGE>   20
                                   SCHEDULE 1

                              RURAL/METRO ARGENTINA

Rural/Metro of Argentina S.A.
Rural/Metro Inversora SRL
Rural/Metro Argentina, LLC
ECCO S.A. (f/k/a Peimu S.A.)
Gea S.A. (in the process of being merged into ECCO)
Samti Sala Movil de Terapia Intensive SRL
Instituto de Investigaciones del Corazon Inicor S.A.
    (normally referred to as SUME)
Screen Medico S.A.
<PAGE>   21
                                    EXHIBIT A

                    EXCLUDED PROCEEDS FROM ASSET DISPOSITIONS
<PAGE>   22
                                    EXHIBIT B

                          FORM OF CASH FLOW PROJECTION