Exhibit 10.63


                              SEVENTH AMENDMENT TO

                   PROVISIONAL WAIVER AND STANDSTILL AGREEMENT


     THIS SEVENTH AMENDMENT to Provisional Waiver and Standstill Agreement (this
"Seventh  Amendment")  is made and entered  into as of the 4th day of  December,
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 further  continue  negotiations
with the Agent and the  Lenders  to amend or  otherwise  restructure  the Credit
Agreement.
<PAGE>
     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.

     Pursuant to the Fifth  Amendment to the  Provisional  Waiver and Standstill
Agreement dated as of April 23, 2001 (the "Fifth Amendment"),  the Borrower, the
Lenders and the Agent agreed,  among other things,  to further continue to waive
the  Acknowledged  Defaults  provisionally  until August 1, 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.

     Pursuant to the Sixth  Amendment to the  Provisional  Waiver and Standstill
Agreement dated as of August 1, 2001 (the "Sixth Amendment"),  the Borrower, the
Lenders and the Agent agreed,  among other things,  to further continue to waive
the Acknowledged  Defaults  provisionally  until December 3, 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,  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 Seventh  Amendment.  This
Seventh  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 Sixth Amendment,  the Fifth Amendment, 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  Seventh
Amendment  are  specific and limited and shall not  constitute  a  modification,
acceptance or waiver of any other  provision of the Sixth  Amendment,  the Fifth
Amendment,  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
<PAGE>
2.   CAPITALIZED  TERMS.  All  capitalized  undefined terms used in this Seventh
Amendment shall have the meanings assigned thereto in the Waiver Agreement.

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 January  15,  2002 are in an amount
     equal to  $141,778,898.00  (the "Existing  Loans"),  the Deferred  Interest
     outstanding as of January 15, 2002 is in an amount equal to  $4,825,644.58,
     and the L/C Obligations outstanding as of January 15, 2002 are in an amount
     equal to $6,215,000.00  (the "Existing L/C Obligations",  and together with
     the Existing  Loans and Deferred  Interest,  the  "Existing  Extensions  of
     Credit")  and no Credit  Party  has any  defense  or right of  offset  with
     respect  to  such  amounts.  For  avoidance  of  doubt,  Deferred  Interest
     continues  to  accrue  pursuant  to the terms of this  Agreement  and is an
     Obligation, as such term is defined in the Credit Agreement."

     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) April 1, 2002 which shall be reduced to March 1, 2002 if the Agent,  on
     behalf of Required  Lenders,  has provided  the  Borrower  with at least 10
     business days' prior written notice effective as of such date declaring the
     Waiver  Maturity  Date,  which  notice may be given by Required  Lenders in
     their sole and absolute  discretion if Required  Lenders have determined in
     their sole and absolute  discretion that the Borrower has not made adequate
     progress towards the Restructuring (as defined in SECTION 4(P) below);  (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 up to the
     Waiver  Maturity Date; (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,  the Fifth Amendment, the Sixth
     Amendment  and this Seventh  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."

                                       3
<PAGE>
     c.   Section 3 shall  hereby be amended by adding the  following  paragraph
(h) to the end of Section 3:

          "(h) Any principal  payments due to the Lenders pursuant to the Waiver
          Agreement,  as  amended,  prior  to the  Waiver  Maturity  Date may be
          deferred by the Borrower until the Waiver Maturity Date."

     d.   Section 4 shall hereby be amended by adding the  following  paragraphs
(p) and (q) at the end of Section 4.

          "(p) the Borrower shall diligently  pursue a consensual  restructuring
          of the capital  structure of the Credit Parties (the  "Restructuring")
          with the  Lenders and the holders of the notes that are the subject of
          the Senior Note Indenture  ("Senior  Noteholders").  No later than the
          30th day of each  month,  the  Borrower  shall  provide  the Agent and
          Lenders  with a  compliance  certificate,  in the  form  set  forth on
          Exhibit B  hereto,  that  discloses  its  efforts  to  effectuate  the
          Restructuring for the previous thirty day period.

          (q) If a steering  committee  comprised  of some or all of the Lenders
          and Senior  Noteholders  ("the  Steering  Committee")  is formed,  the
          Borrower shall provide the Steering  Committee  with all  information,
          and  access  to  records  and  senior  management,  as  is  reasonably
          requested by the Steering Committee and timely pay the reasonable fees
          and expenses incurred by any professionals employed by or on behalf of
          the  Steering  Committee  pursuant to the terms of the  professionals'
          engagement  letters  with the  Steering  Committee  (collectively  the
          "Steering Committee's Professionals' Letters")

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,   affiliates,   shareholders,
partners,  successors and assigns (the Agent,  the Lenders and their  directors,
officers, employees, agents, attorneys,  financial advisors,  accountants, legal
representatives,  affiliates, shareholders, partners, 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,
remises,  acquits,  satisfies and forever  discharges  the Lender Group from any
liability  whatsoever should any Claims that directly or indirectly arise out of
or are based upon or in any manner  connected  with any Prior Event  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 Seventh  Amendment and  occurred,  existed,  was taken,

                                       4
<PAGE>
permitted or begun in accordance with,  pursuant to or by virtue of any terms of
this Seventh 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 Milbank,  Tweed,  Hadley & McCloy LLP ("MTHM"),  as successor to SSL, for the
benefit of the Agent).

6.   CONDITIONS.   The   effectiveness  of  this  Seventh   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 Seventh 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 commencing on December 3,
          2001 up through  and  including  April 1, 2002 which shall be attached
          hereto as  Exhibit  "A" 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 MTHM and the Lender Financial Consultant.

     c.   The Borrower shall have approved and executed the Steering Committee's
Professionals' Letters.

7.   GOVERNING LAW. THE WAIVER AGREEMENT, AS AMENDED BY THE FIRST AMENDMENT, THE
SECOND  AMENDMENT,   THE  THIRD  AMENDMENT,  THE  FOURTH  AMENDMENT,  THE  FIFTH
AMENDMENT,  THE SIXTH  AMENDMENT  AND AS  AMENDED  HEREIN,  AND EACH  OTHER LOAN

                                       5
<PAGE>
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, the Fifth Amendment, the Sixth 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,  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,  the Fifth
          Amendment, the Sixth Amendment and as amended herein, the Notes or any
          other Loan  Documents  ("Disputes"),  between or among parties to this
          Seventh  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.

                                       6
<PAGE>
               (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,  THE FIFTH AMENDMENT,  THE SIXTH 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,  the Fifth  Amendment,  the Sixth  Amendment  and as  amended
herein, shall survive the Waiver Maturity Date.

     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.

     f.   FEES AND EXPENSES. The Agent and Lenders shall make reasonable efforts
to avoid having their advisors,  consultants,  attorneys and other professionals
incur  fees  and  expenses  payable  by  the  Borrower  that  are  unnecessarily
duplicative  of the fees and  expenses  incurred by the  advisors,  consultants,
attorneys  and other  professionals  for the Steering  Committee  payable by the
Borrower.

9.   COUNTERPARTS.   This  Seventh   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.

                                        7
<PAGE>
                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                        8
<PAGE>
     IN WITNESS WHEREOF,  the parties hereto have caused this Seventh  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: Senior Vice President and General Counsel


                            [Signature pages follow.]
<PAGE>
                                    LENDERS:

                                    FIRST UNION NATIONAL BANK,
                                    as Agent and Lender


                                    By: /s/ Ron R. Ferguson
                                        ----------------------------------------
                                        Name:  Ron R. Ferguson
                                        Title: Senior Vice President
<PAGE>
                                    PAMCO CAYMAN LTD., as Lender and as
                                    successor to Fleet Bank, N.A.

                                    By: HIGHLAND CAPITAL MANAGEMENT, L.P.
                                        Its Collateral Manager

                                        By: /s/ James Dondero
                                            ------------------------------------
                                            Name:  James Dondero
                                            Title: President
<PAGE>
                                    PAM CAPITAL FUNDING LP, as Lender and as
                                    successor to Fleet Bank, N.A.

                                    By: HIGHLAND CAPITAL MANAGEMENT, L.P.
                                        Its Collateral Manager

                                        By: /s/ James Dondero
                                            ------------------------------------
                                            Name:  James Dondero
                                            Title: President
<PAGE>
                                    SPECIAL VALUE BOND FUND II, LLC,  as Lender
                                    and as successor to Oaktree Capital
                                    Management, LLC and Bank of America N.A.
                                    and partial successor to First Union
                                    National Bank

                                    By: SVIM/MSM II, LLC
                                        Its Managing Member

                                        By: TENNENBAUM & CO., LLC
                                            Its Managing Member

                                            By: /s/ Howard Levkowitz
                                                --------------------------------
                                                Name:  Howard Levkowitz
                                                Title: Principal
<PAGE>
                                    FUQUA FAMILY FUND, LP, as Lender and as
                                    successor to Bank of America, N.A.

                                    By: SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
                                        Investment Manager

                                        By: /s/ Howard Levkowitz
                                            ------------------------------------
                                            Name:  Howard Levkowitz
                                            Title: Principal
<PAGE>
                                    CERBERUS PARTNERS, L.P., as Lender
                                    and as partial successor to BNP Paribas


                                    By: /s/ Kevin P. Genda
                                        ----------------------------------------
                                        Name:  Kevin P. Genda
                                        Title: Managing Director
<PAGE>
                                    WELLS FARGO BANK, as Lender


                                    By: /s/ Sylvia Vargas
                                        ----------------------------------------
                                        Name:  Sylvia Vargas
                                        Title: Vice President
<PAGE>
                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as Lender


                                   By: /s/ William S. Richardson
                                       -----------------------------------------
                                       Name:  William S. Richardson
                                       Title: Duly Authorized Signatory
<PAGE>
                                   CONTINENTAL CASUALTY COMPANY, as Lender and
                                   as partial successor to ABN AMRO Bank N.V.


                                   By: /s/ Richard W. Dubberke
                                       -----------------------------------------
                                       Name:  Richard W. Dubberke
                                       Title: Vice President
<PAGE>
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 Seventh Amendment;  acknowledge that
the Senior Debt as defined in and with respect to the Intercompany Subordination
Agreement include the obligations under this Seventh 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 DECEMBER 4, 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>
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>
                                    EXHIBIT A

                          FORM OF CASH FLOW PROJECTION
<PAGE>
                                    EXHIBIT B

                              FORM OF RESTRUCTURING
                             COMPLIANCE CERTIFICATE



Steering Committee

Dear Steering Committee Members:

We  hereby  represent  that  we  are  actively  cooperating  in  good  faith  in
negotiations  intended to  restructure  the  capital  structure  of  Rural/Metro
Corporation,  including its credit  facilities  and Senior Notes and all amounts
owed with respect thereto and its equity. Upon request, we will provide you with
tangible evidence of our cooperation.

Sincerely,



----------------------------
Jack Brucker



----------------------------
John Banas