ROLLINS TRUCK LEASING CORP.


                                      and


                           FIRST UNION NATIONAL BANK

                                  as Trustee




                      TWENTY-THIRD SUPPLEMENTAL INDENTURE


                            Dated as of May 3, 2000

                                    to the

                          Collateral Trust Indenture

                          Dated as of March 21, 1983





         8.25% COLLATERAL TRUST DEBENTURES, Series X, DUE MAY 1, 2002





                              TABLE OF CONTENTS*

Page

PARTIES                                                                    1

RECITALS:
Execution of Collateral Trust Indenture Supplemental
    Indentures                                                             1
    Issuance of Series X Debentures                                        1
    Text of Forms:
         Form of Face of Series X Debentures                               1
         Form of Trustee's Authentication Certificate
         for Series X Debentures                                           3
         Form of Reverse of Series X Debentures                            3
    All Things Done                                                        6

GRANTING CLAUSES:

    GRANTING CLAUSE I - Securities                                         7
    GRANTING CLAUSE II - Agreements and Assignments                        7
    GRANTING CLAUSE III - Other Securities and Property                    7
HABENDUM                                                                   7
GRANT IN TRUST                                                             7
GENERAL COVENANT                                                           7
SECTION 1.   Series X Debentures: Terms and Provisions                     8
SECTION 2.   Authentication and Delivery of Series X Debentures            9
SECTION 3.   Maintenance of Office or Agency; Authenticating
             Agent for Series X Debentures                                 9
SECTION 4.   Original Indenture Ratified                                   9
SECTION 5.   Trustee Not Responsible                                       10
SECTION 6.   Defined Terms                                                 10
SECTION 7.   Counterparts                                                  10
SECTION 8.   Applicable Law                                                10
TESTIMONIUM                                                                11
EXECUTION                                                                  11
ACKNOWLEDGEMENTS                                                           11


*Note:   This Table of Contents has been inserted for convenience and
         does not constitute a part of the Twenty-third Supplemental
         Indenture.

         TWENTY-THIRD SUPPLEMENTAL INDENTURE (herein called the
"Twenty-third Supplemental Indenture"), dated as of May 3, 2000,
between Rollins Truck Leasing Corp., (formerly RLC CORP.) a Delaware
corporation (herein called the "Corporation"), and FIRST UNION
NATIONAL BANK, as Trustee (herein called the "Trustee").

         WHEREAS, the Corporation and the Trustee have heretofore
executed and delivered a Collateral Trust Indenture dated as of March
21, 1983, as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, by an Eighth
Supplemental Indenture thereto dated May 15, 1990 and by a
Seventeenth Supplemental Indenture thereto dated as of March 10, 1997
(the "Original Indenture"; the Original Indenture, and as
supplemented by this Twenty-third Supplemental Indenture, being
herein called the "Indenture");

         WHEREAS, the Original Indenture provides that the Corporation
and the Trustee may enter into indentures supplemental to the
Original Indenture, among other things, to provide for the issuance
from time to time of debentures (defined in the Original Indenture as
"Debentures") of the Corporation;

         WHEREAS, the Corporation has determined to issue hereunder a
series of Debentures  (herein called the "Series X Debentures") to be
designated as "8.25% Collateral Trust Debentures, Series X, Due May
1, 2002", to be in the aggregate principal amount of $150,000,000;

         WHEREAS, the Series X Debentures and the Trustee's
certificate to be endorsed on the Series X Debentures are to be in
the following forms, with necessary or appropriate variations,
omissions and insertions as permitted or required by the Indenture:

                     (FORM OF FACE OF Series X DEBENTURES)

                          Rollins Truck Leasing Corp.

          8.25% COLLATERAL TRUST DEBENTURE, Series X, DUE May 1, 2002

$____________________                                 PPN ______ __ _
                                                 No._____________________

    Rollins Truck Lesing Corp., a corporation organized and existing
under the laws of the State of Delaware (herein called the
"Corporation", which term shall include any successor corporation to
the extent provided in the Indenture hereinafter referred to), for
value received, hereby promises to pay to ____________________, or
registered assigns, the principal sum of _____________ Dollars on May
1, 2002, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for public and private
debts, and to pay interest on said principal sum at the rate of 8.25%
per annum (and at the same rate per annum on any overdue principal
and, to the extent legally enforceable, overdue installment of
interest) in like coin or currency from the first day of May or
November, as the case may be, to which interest on the Series X
Debentures has been paid preceding the date hereof (unless the date
hereof is a May 1 or November 1 to which interest has been paid, in
which case from the date hereof, or unless no interest has been paid
on the Series X Debentures since the original issuance of this
Debenture, in which case from May 3, 2000), semiannually on each May
1 and November 1 until payment of said principal sum has been made or
duly provided for.  Notwithstanding the foregoing, if the date hereof
is after April 15 or October 15 as the case may be, and before the
following May 1 or November 1, this Debenture shall bear interest
from such May 1 or November 1; provided, however, that if the
Corporation shall default in the payment of interest due on such May
1 or November 1, then this Debenture shall bear interest from the
next preceding May 1 or November 1 to which interest has been paid
or, if no interest has been paid on the Series X Debentures since the
original issuance of this Debenture, from May 3, 2000.  The interest
so payable on any May 1 or November 1 will, subject to certain
exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Debenture is
registered at the close of business on April 15 or October 15, as the
case may be, next preceding such May 1 or November 1.  Payment of the
principal of and interest on this Debenture will be made at the
office or agency of the Corporation in the Borough of Manhattan, The
City of New York, New York; provided, however, that interest may be
paid, at the option of the Corporation, by check mailed to the
registered holder hereof at such holder's address last appearing on
the registry books for the Series X Debentures, or in such other
manner as the Corporation may agree with the holder hereof as
contemplated by Section 1(d) of the Twenty-third Supplemental
Indenture referred to on the reverse hereof.

    Additional provisions of this Debenture are contained on the
reverse hereof and such provisions shall for all purposes have the
same effect as though fully set forth at this place.

    This Debenture shall not be entitled to any of the benefits of
the Indenture or any indenture supplemental thereto, or be valid or
obligatory for any purpose, unless the form of certificate of
authentication hereon shall have been executed by or on behalf of the
Trustee (referred to on the reverse hereof) or a successor trustee
thereto under the Indenture.

    IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice
President and by its Secretary or an Assistant Secretary, or by
facsimiles of any of their signatures, and its corporate seal, or a
facsimile thereof, to be hereto affixed.

DATED:
                               Rollins Truck Leasing Corp.


                               BY: ______________________________
                                                 (Title)

(SEAL)


ATTESTED:


______________________________
(Title)


(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)


TRUSTEE'S AUTHENTICATION CERTIFICATE

         THIS IS ONE OF THE DEBENTURES, OF THE SERIES DESIGNATED
THEREIN, DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.


                               FIRST UNION NATIONAL BANK,
                               AS TRUSTEE


                               BY: ______________________________
                                    AUTHORIZED OFFICER



(FORM OF REVERSE OF Series X DEBENTURES)


    This Debenture is one of the Debentures of the Corporation
(herein called the "Debentures"), all duly authorized or from time to
time to be duly authorized and not limited in aggregate principal
amount, all issued and to be issued in one or more series from time
to time under and equally secured by a Collateral Trust Indenture
dated as of March 21, 1983, between the Corporation and First Union
National Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture as hereinafter
defined), as supplemented and amended by a Third Supplemental
Indenture thereto dated as of February 20, 1986, by an Eighth
Supplemental Indenture, dated as of May 15, 1990, by a Seventeenth
Supplemental Indenture, dated as of March 10, 1997, and as last
supplemented by the Twenty-third Supplemental Indenture, dated as of
May 3, 2000 (said Indenture, as so supplemented and amended, being
herein called the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the property thereby pledged, the nature and extent of the security,
the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the
rights and obligations of the Corporation in respect of the
Debentures, and the terms and conditions upon which the Debentures
are, and are to be, secured.  The Debentures may be issued in series,
for various principal sums, may mature at different times, may bear
interest at different rates and may otherwise vary as in the
Indenture provided.  This Debenture is one of a series designated as
the "8.25% Collateral Trust Debentures, Series X, due May 1, 2002" of
the Corporation (herein called the "Series X Debentures"), duly
authorized and lawfully issued in an aggregate principal amount of
$150,000,000 under and secured by the Indenture.

    The provisions of the Indenture may be waived, or modified or
amended by supplemental indenture, to the extent and in the manner
provided in the Indenture, but in certain instances only with the
consent of the holders of a majority in aggregate principal amount of
all Debentures at the time outstanding, and of 66 2/3% in aggregate
principal amount of each series of the Debentures at the time
outstanding which is affected by such waiver or supplemental
indenture; provided, however, that, without the written consent of
the holder of this Debenture, no such modification or amendment shall
be made so as to (i) extend the fixed maturity of this Debenture or
the time of payment of interest hereon, or reduce or otherwise modify
the terms of payment of the principal of, or the rate of interest on,
this Debenture, or adversely affect the right of the holder hereof to
institute suit for the enforcement of any such payment, (ii) permit
the creation of any lien ranking prior to or on a parity with the
lien of the Indenture with respect to, or terminate the lien of the
Indenture on, any of the property covered thereby, or deprive the
holder hereof of the security afforded by the lien of the Indenture
or (iii) reduce the percentage of the aggregate principal amount of
Debentures, or of Series X Debentures, required to authorize any such
modification or amendment or any waiver of any provision of, or
default under, the Indenture.

    In case an Event of Default (as defined in the Indenture) shall
occur, the principal of all the Debentures at any such time
outstanding under the Indenture may be declared or may become due and
payable upon the conditions and in the manner and with the effect
provided in the Indenture.  The Indenture provides that in certain
events such Event of Default and its consequences may be waived and
such declaration may be rescinded by the holders of outstanding
Debentures in the manner provided in the Indenture.

    Any request, demand, authorization, direction, declaration,
notice, consent, waiver or other action by the holder of this
Debenture shall bind the holder of every Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, in respect of anything done or suffered to be done by or on
behalf of the Trustee or the Corporation in reliance thereon, whether
or not notation of such action is made upon this Debenture.

    The Series X Debentures may not be redeemed prior to maturity.

    The transfer of this Debenture may be registered by the
registered holder hereof or by his duly authorized attorney at the
office or agency of the Corporation in the Borough of Manhattan, the
City of New York, New York, upon surrender of this Debenture for
cancellation, accompanied by a written instrument of transfer in a
form approved by the Corporation, duly executed by the registered
holder of this Debenture or by his duly authorized attorney, and
thereupon one or more new Debentures of the same series and aggregate
principal amount will be issued in the name of the transferee or
transferees in exchange herefor without service charge, except that
the Corporation may require payment of a sum sufficient to pay any
stamp taxes or other governmental charges that may be required with
respect thereto, as provided in the Indenture.

    The person in whose name this Debenture shall be registered shall
be deemed the absolute owner hereof for all purposes, and payment of
or on account of the principal of and interest on, this Debenture
shall be made only to or upon the written order of such registered
owner or his duly authorized attorney.  All such payments shall
satisfy and discharge the liability upon this Debenture to the extent
of the amounts so paid.

    No recourse shall be had for the payment of the principal of, or
interest on, this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

(END OF FORM OF REVERSE OF Series X DEBENTURES)

    WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series X Debentures,
with such omissions, insertions and variations as may be authorized
and permitted by this Indenture; and

    WHEREAS, all acts and things prescribed by law, by the
Certificate of Incorporation and the By-laws of the Corporation, and
all other acts and things necessary to make the Series X Debentures,
when executed by the Corporation, and authenticated and delivered by
the Trustee as in this Twenty-third Supplemental Indenture provided,
the valid, binding and legal obligations of the Corporation, and to
make this Twenty-third Supplemental Indenture a valid, binding and
legal instrument for the security of the Series X Debentures, in
accordance with its terms, have been done and performed;

    NOW, THEREFORE, THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE
WITNESSETH:

    THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual
covenants herein contained, of the purchase and acceptance of the
Debentures by the holders thereof, of the sum of $10 duly paid by the
Trustee to the Corporation at or before the ensealing and delivery of
this Twenty-third Supplemental Indenture and for other valuable
consideration, the receipt whereof is hereby acknowledged, and in
order to secure the payment of the principal of, and premium, if any,
and interest on, all Debentures at any time issued and Outstanding
under the Indenture, according to their tenor and effect, and the
performance and observance by the Corporation of all the covenants
and conditions herein and therein contained on its part to be
performed and observed, and to declare the terms and conditions upon
and subject to which the Debentures are, and are to be, issued and
secured, has executed and delivered this Indenture and has granted,
bargained, sold, remised, released, conveyed, assigned, transferred,
mortgaged, pledged, set over, confirmed and warranted, and by these
presents does grant, bargain, sell, remise, release, convey, assign,
transfer, mortgage, pledge, set over, confirm and warrant, to the
Trustee, and to its successors in the trusts and its and their
assigns forever, with power of sale, all and singular the following:

GRANTING CLAUSE I

Securities

    Note of Rollins Leasing Corp., a Delaware corporation, dated May
3, 2000, in the aggregate principal amount of $150,000,000.

GRANTING CLAUSE II

Agreements and Assignments

    The following agreements and assignments:

    A.   A Loan Agreement, dated as of May 3, 2000, between the
Corporation and Rollins Leasing Corp., which Loan Agreement shall be
in the form attached hereto as Exhibit A.

    B.   Assignment of Loan Agreement, dated as of May 3, 2000,
assigning the Loan Agreement described in Subparagraph A of this
Granting Clause II to the Trustee, which Assignment shall be in the
form attached hereto as Exhibit B.

GRANTING CLAUSE III

Other Securities and Property

    All other securities and other property, including cash, and any
and all security therefor of whatsoever nature, that may, from time
to time hereafter, by delivery or by writing of any kind, be
subjected to the lien hereof by the Corporation or by anyone on its
behalf; and the Trustee is hereby authorized to receive the same as
additional security hereunder.  Such subjection to the lien hereof of
such securities or other property, including cash, as additional
security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this
Indenture and which shall be set forth in a written instrument
executed by the Corporation or the person so acting on its behalf,
respecting the use and disposition of such property or the proceeds
thereof.

    TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;

    BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
benefit and security of the holders from time to time of all the
Debentures issued hereunder and Outstanding, without any priority of
any of said Debentures over any of the others.

    IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the
Debentures are to be issued, authenticated and delivered, and that
all property, including cash, subject or to become subject hereto is
to be held, subject to the further covenants, conditions, uses and
trusts hereinafter set forth, and the Corporation, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee and its successors in said trust for the equal and
proportionate benefit and security of those who shall hold the
Debentures, as hereinafter set forth.


    SECTION 1.    Series X Debentures:  Terms and Provisions.  Series X
Debentures shall be designated as "8.25% Collateral Trust Debentures,
Series X, Due May 1, 2002" of the Corporation, and shall have the
following terms and provisions:

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

    (b)  The aggregate principal amount of Series X Debentures which
    may be issued shall be $150,000,000, except Series X Debentures
    issued in exchange for, in lieu of, in substitution for, or upon
    the registration of transfer of, other Series X Debentures
    pursuant to the provisions of Article II and Section 18.04 of the
    Original Indenture.

    (c)  Series X Debentures shall be dated May 3, 2000.

    (d)  Series X Debentures shall mature May 1, 2002 and shall bear
    interest (calculated on the basis of a 360 day year of twelve 30
    day months) as provided in Section 2.06(b) of the Original
    Indenture, payable semiannually on May 1 and November 1 in each
    year, commencing November 1, 2000 at the rate of 8.25% per annum
    until the principal thereof shall become due and payable (whether
    at the stated maturity, by declaration or otherwise), and at the
    rate of 8.25% per annum on any overdue principal, and (to the
    extent legally enforceable) any overdue installment of interest.
    Payment of principal and interest shall be made at the Corporate
    Trust Office or at the other office or agency maintained by the
    Corporation as provided in Section 7.02(a) of the Original
    Indenture, in such coin or currency of the United States of
    America as at the time of payment shall be legal tender for the
    payment of public and private debts; provided, however, that
    interest may be paid, at the option of the Corporation, by check
    mailed to the Person entitled thereto at his address last
    appearing on the registry books required to be kept pursuant to
    Section 2.05 of the Original Indenture.

         Notwithstanding anything to the contrary above, the
    Corporation may enter into a written agreement with any person
    who is or is to become the holder of any of the Series X
    Debentures providing for the making of all payments on the
    account of such Series X Debentures directly to or for the
    account of such holder in the manner specified in or pursuant to
    such agreement without presentation or surrender thereof if there
    shall be filed with the Trustee a copy of such agreement.
    Notwithstanding any contrary provision hereof or of the
    Debentures or the Original Indenture, the Trustee shall act in
    accordance with any such agreement so filed with it.

    (e)  Series X Debentures shall be issued in denominations of
    $1,000 and integral multiples thereof and may be fully printed or
    printed on steel engraved borders or fully or partly engraved.

    (f)  Series X Debentures may not be redeemed prior to maturity.
    All monies received by the Trustee as a result of any prepayment
    of the Note made pursuant to Section 6(a) of the Loan Agreement
    (as required by Section 7.14 of the Original Indenture) shall be
    held by the Trustee as additional collateral security for the
    Series X Debentures to be applied thereto at the maturity
    thereof.  Any monies so held may be invested or reinvested by the
    Trustee pursuant to Section 9.02 of the Original Indenture.

    SECTION 2.    Authentication and Delivery of Series X Debentures.
On or after the date of execution and delivery of the Twenty-third
Supplemental Indenture and upon compliance with the provisions of
Article IV of the Original Indenture, Series X Debentures shall be
executed by the Corporation and delivered to the Trustee, and the
Trustee shall, upon request, authenticate and deliver such Series X
Debentures upon the written order of the Corporation signed by its
President or one of its Vice Presidents and its Treasurer or
Controller, an Assistant Treasurer or an Assistant Secretary.

    SECTION 3.    Maintenance of Office or Agency; Authenticating Agent
for Series X Debentures.  The provisions of Section 7.02 of the
Original Indenture shall apply in all respects to the Series X
Debentures to the same extent as if the words "Series X Debentures"
were substituted for the words "Series A Debentures" in each place in
which the latter quotation was employed in the aforesaid Section.

    SECTION 4.    Original Indenture Ratified.  The Original Indenture
as amended by the Third Supplemental Indenture, dated as of February
20, 1986, by the Eighth Supplemental Indenture, dated as of May 15,
1990, and by the Seventeenth Supplemental Indenture, dated as of
March 10, 1997, and as supplemented by this Twenty-third Supplemental
Indenture is in all respects ratified and confirmed and the Twenty-
third Supplemental Indenture and all its provisions shall be deemed a
part thereof in the manner and to the extent herein provided, and the
Original Indenture, as modified in the manner and to the extent
herein provided, shall be deemed a part hereof as though fully set
forth herein.

    SECTION 5.    Trustee Not Responsible.  The Trustee assumes no
responsibility for or in respect of the validity or sufficiency of
the Twenty-third Supplemental Indenture or the due execution hereof
by the Corporation or for or in respect of the recitals and
statements contained herein, all of which are made solely by the
Corporation.  The Trustee accepts the trusts created by the Twenty-
third Supplemental Indenture upon the terms and conditions hereof and
of the Original Indenture.

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

    SECTION 7.    Counterparts.  The Twenty-third Supplemental
Indenture may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original; and all
such counterparts shall together constitute but one and the same
instrument.

    SECTION 8.    Applicable Law.  This Twenty-third Supplemental
Indenture shall be construed in accordance with and governed by the
laws of the State of Delaware.

    IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
Twenty-third Supplemental Indenture to be executed on its behalf by
its President or one of its Vice Presidents and its corporate seal to
be hereto affixed and said seal and this Twenty-third Supplemental
Indenture to be attested by its Secretary or Assistant Secretary, and
First Union National Bank, in evidence of its acceptance of the
trusts hereby created, has caused this Twenty-third Supplemental
Indenture to be executed on its behalf and its corporate seal to be
affixed by one of its Vice Presidents or Assistant Vice Presidents
and said seal and this Indenture to be attested by its Assistant
Secretary or one of its Assistant Vice Presidents, as of May 3, 2000.

                                        Rollins Truck Leasing Corp.


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

Attest:

______________________________
Assistant Secretary
                                        FIRST UNION NATIONAL BANK,
                                        as Trustee


(CORPORATE SEAL)                        BY:____________________________
                                            Title:

Attest:

______________________________
                                                                    EXHIBIT A














ROLLINS TRUCK LEASING CORP.

AND

ROLLINS LEASING CORP.





LOAN AGREEMENT


Dated as of May 3, 2000




<PAGE>
         LOAN AGREEMENT (herein called the "Agreement") dated as of
May 3, 2000 between Rollins Truck Leasing Corp., a corporation
organized under the laws of the State of Delaware (herein called the
"Corporation"), and Rollins Leasing Corp., a corporation organized
under the laws of the State of Delaware (herein called the
"Borrower").

         WHEREAS, the Borrower desires to borrow from the Corporation,
and the Corporation is willing to lend to the Borrower, a sum not
exceeding $150,000,000, all upon the terms, provisions and conditions
herein set forth;

         NOW, THEREFORE, in consideration of the premises and the
mutual undertakings and obligations herein contained and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower and the Corporation do hereby
agree as follows:

         SECTION 1.    Certain Definitions.    The Corporation proposes
to issue its 8.25% Collateral Trust Debentures, Series X, due May 1,
2002 (herein called the "Series X Debentures"), in an aggregate
principal amount not exceeding $150,000,000, pursuant to a Collateral
Trust Indenture dated as of March 21, 1983, as supplemented and
amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986, by an Eighth Supplemental Indenture thereto dated
as of May 15, 1990 and by a Seventeenth Supplemental Indenture
thereto dated as of March 10, 1997 between the Corporation and First
Union National Bank, as Trustee (the "Original Indenture"; the
Original Indenture, as supplemented by the Twenty-third Supplemental
Indenture dated as of May 3, 2000, being herein called the
"Indenture").  A copy of the Indenture has been delivered to the
Borrower, receipt of which is hereby acknowledged.

         The term "Note" shall mean the 8.25% Demand Promissory Note
issued by the Borrower pursuant to this Agreement, substantially in
the form attached hereto as Annex 1.

         In addition to the foregoing, the following terms shall in
each case have the same meaning in this Agreement as they have in the
Indenture as amended:   "Debentures", "Equipment Indebtedness",
"Note", "Outstanding", "Participating Subsidiary", "Permitted
Indebtedness", "Person", "Pledged Property", "Series X Debentures",
"Trustee" and "Vehicle".

         SECTION 2.   Sale of Note.  Subject to the terms of this
Agreement, the Borrower will sell to the Corporation and the
Corporation will purchase from the Borrower the Note in the principal
amount of $150,000,000 at a price of 100% of such principal amount.

         The sale of the Note will take place immediately after the
execution and delivery of this Agreement and upon the delivery,

         (a) by the Borrower to the Corporation of the Note, duly
    executed and dated May 3, 2000, together with all such
    assignments, documents and other instruments as may be required
    by the Corporation to enable it to effect the issuance of Series
    X Debentures referred to in Section 1, and

         (b) by the Corporation to the Borrower of a certified or
    official bank check or checks in clearing house funds (or in such
    other form as shall be acceptable to the Borrower) in an amount
    equal to $150,000,000; provided, however, that the obligation of
    the Corporation to purchase the Note shall be subject to the
    condition that, concurrently with the closing in respect of such
    purchase, the Corporation shall have issued and sold, and shall
    have received payment for, Series X Debentures in an aggregate
    principal amount equal to the sum of the principal amount of the
    Note.

         SECTION 3.   Pledge and Assignment of Note and Agreement.  In
consideration of the purchase of the Note by the Corporation and the
benefits to be derived by the Borrower as a result of the sale of the
Note, the Borrower hereby agrees and consents to the pledge and
assignment by the Corporation of the Note and this Agreement to the
Trustee under and pursuant to the Indenture as security for the
Debentures Outstanding and to be Outstanding thereunder.

         SECTION 4.   Particular Covenants of the Borrower.  So long as
the Note shall be outstanding, the Borrower covenants, warrants and
agrees as follows:

         (a) Payment of Principal and Interest.  The Borrower will
    duly and punctually pay, or cause to be paid, the principal of
    and interest on, the Note according to its terms and the terms of
    this Agreement.

         (b) Maintenance of Corporate Existence.  Subject to the
    provisions of subsection (e) of this Section 4, the Borrower will
    maintain and preserve its corporate existence and right to carry
    on business.

         (c) Borrower a Participating Subsidiary; Validity of Note.
    The Borrower warrants that at the date of this Agreement it is a
    Participating Subsidiary as defined in Section 4 of the Eighth
    Supplemental Indenture dated as of May 15, 1990, and that the
    Note, when delivered to the Corporation will be, and when pledged
    and assigned to the Trustee as security under the Indenture, will
    continue to be, a legal and valid outstanding obligation of the
    Borrower.

         (d) Further Assurance.  The Borrower will execute and
    deliver, or cause to be executed and delivered, all such
    additional instruments and do, or cause to be done, all such
    additional acts as (i) may be necessary or proper to carry out
    the purposes  of this Agreement and to subject the Note to the
    lien of the Indenture, (ii) may be necessary or proper to effect
    the transfer, pledge and assignment of the Note and this
    Agreement to the Trustee or to any successor trustee and to
    confirm the lien of the Indenture on the Note, (iii) may be
    necessary or proper in connection with the granting of the
    security interest under subsection (f) of this Section 4 or (iv)
    the Trustee or the Corporation may reasonably request for any of
    the foregoing purposes.

         (e) Restrictions on Borrower's Disposition of Property,
    Consolidation, Merger, etc.  The Borrower will not sell, transfer
    or otherwise dispose of the beneficial interest in all or
    substantially all its property or assets, or be a party to any
    consolidation, merger or amalgamation; provided, however, that
    the Borrower may take any such action or be such a party if:

             (i)  the surviving corporation (if other than the
         Borrower), or the person to whom all, or substantially all,
         the property and assets of the Borrower shall have been
         transferred, sold or otherwise disposed of, shall execute and
         deliver to the Corporation and to the Trustee an agreement of
         assumption in which such surviving corporation or person
         shall expressly assume the due and punctual payment of the
         principal of and interest on, the Note, according to its
         tenor and effect, and the due and punctual performance and
         observance of all the covenants and conditions of the Note
         and this Agreement which are to be performed or observed by
         the Borrower, with the same effect as if such surviving
         corporation or person had been named herein as a party hereto
         in lieu of the Borrower; and

             (ii)     immediately after such transfer, sale or other
         disposition, or consolidation, merger or amalgamation, no
         default shall have occurred and be continuing under this
         Agreement; and

             (iii)    all the voting stock of the surviving corporation
         shall be owned directly or indirectly by the Corporation.

         (f) Creation of Security Interest.  The Borrower will not
    create or permit to exist any claim, lien, security interest or
    other encumbrance on any of its Vehicles, or on its interest as
    lessor in any lease agreement relating to its Vehicles, except:

             (i)  lessees' interests in Vehicles under any such lease
         agreement; and

             (ii)     liens, security interests or other encumbrances
         for taxes which are not delinquent or which are being
         contested in good faith or of mechanics or materialmen
         arising in the ordinary course of business in respect of
         obligations which are not overdue or which are being
         contested in good faith; unless (x) such claim, lien,
         security interest or other encumbrance is for the benefit of
         a holder or holders of Equipment Indebtedness and (y) prior
         to or simultaneously with the inception of any such claim,
         lien, security interest or other encumbrance, the Borrower
         shall have executed and delivered to a Security Trustee (as
         hereinafter defined), a security agreement or security
         agreements and such other documents as the Security Trustee
         may reasonably request, each in form and substance
         satisfactory to the Trustee, granting to the Security Trustee
         the right to perfect a security interest in such Vehicles of
         the Borrower, such security interest, when perfected, to be
         for the equal and ratable benefit of the Trustee, as holder
         of the Notes, and such other holder or holders of Equipment
         Indebtedness.  Such security agreement or security agreements
         may provide, at the option of the Borrower, that the security
         interest granted to the Security Trustee shall terminate upon
         the termination of all other claims, liens, security
         interests and other encumbrances for the benefit of such
         other holder or holders of Equipment Indebtedness.  The
         Security Trustee shall be such Person as may be selected by
         the Borrower or any such holder of Equipment Indebtedness and
         who shall be entitled to act without qualification or who
         shall qualify to act as such under the Trust Indenture Act of
         1939.

         SECTION 5.   Payments of Principal and Interest.  So long as
the Note shall be pledged with the Trustee under the Indenture, any
payment of principal or interest on the Note, or any payments to be
made pursuant to Section 6(a), shall be paid to the Trustee in
Chicago Clearing House funds at least one business day prior to the
dates on which the Corporation would be required to make related
payments under the Indenture with respect to the relevant Debentures.
The Trustee shall apply such payments in accordance with the
provisions of the Indenture.

         SECTION 6.   Prepayment of Note.

         (a) Prepayments Pursuant to Section 7.14 of the Original
    Indenture.  So long as the Note shall be pledged with the Trustee
    under the Indenture, the Borrower shall pay, or cause to be paid,
    to the Trustee, as prepayments on the Note, amounts which may be
    required to be paid by the Borrower pursuant to Section 7.14 of
    the Original Indenture.  Any such amounts shall be paid as
    provided in Section 5 of this Agreement and shall be applied as
    payment or prepayment on the Note in accordance with subsection
    (c) of this Section 6.

         (b) Notice of Certain Prepayments.  If the Corporation is
    required to make payments pursuant to Section 7.14 of the
    Original Indenture, the Corporation shall give notice thereof to
    the Borrower, which notice shall state the circumstances under
    which such payments are to be made.  Such notice shall be given
    not later than the first date on which the Corporation is
    required to give notice to the Trustee or to take any other
    action with respect to such payments.  Failure to give any such
    notice to the Borrower or any defect therein shall not, however,
    affect the obligation of the Borrower to make the payments
    required under subsection (a) of this Section 6.

         (c) Prepayments on Principal Amount of Note.  All payments
    made by the Borrower, or for the account of the Borrower,
    pursuant to this Section 6 shall be applied or credited as
    prepayments on the principal amount of the Note on the date such
    payments are received by the Trustee; provided, however, that to
    the extent a portion of such payments or moneys shall be applied
    or applicable by the Trustee, directly or indirectly, towards the
    payment of any interest or premium in respect of Debentures, such
    portion shall not be applied or credited as prepayments on the
    principal amount of the Note.  It is the intention of this
    Section 6 that the principal amount of the Note shall be
    appropriately adjusted at appropriate times in order that the
    obligations to pay principal, premium, if any, and interest
    contained in all the Notes of all Participating Subsidiaries
    shall be sufficient, after giving effect to any moneys then held
    by the Trustee under Section 9.01 of the Original Indenture, in
    the aggregate, to pay all principal, premium, if any, and
    interest on all Debentures then Outstanding as the same become
    due and payable.

         (d) Corporation To Make Certain Payments.  When and if the
    Borrower shall make any prepayments provided for in this Section
    6, the Corporation shall promptly make such payments and take
    such other action with respect to the Debentures as shall be
    required to be made or taken by the Corporation in accordance
    with and pursuant to this Agreement and the Indenture.

         SECTION 7.   Presentment of Note Not Required.  So long as the
Note shall be pledged with the Trustee under the Indenture, payments
of principal thereof and interest thereon, shall be made without need
for any presentment of the Note, but payments of principal shall be
noted thereon by the Trustee.

         SECTION 8.   Amendments, Consents and Waivers.  So long as the
Note shall be pledged with the Trustee under the Indenture (a) this
Agreement may be modified, altered, supplemented or amended upon the
execution and delivery of a written amendment by the parties hereto
pursuant to Article XVIII of the Original Indenture, (b) any covenant
or other condition of this Agreement may be waived as and to the
extent permitted in Section 11.02 of the Original Indenture and (c)
any default under this Agreement and its consequences may be waived
as and to the extent permitted in said Section 11.02 of the Original
Indenture.

         SECTION 9.   Loss, Theft, etc. of Note.  Upon receipt of
evidence of the loss, theft, destruction or mutilation of the Note
and upon delivery of indemnity reasonably satisfactory to the
Borrower (it being understood that the written agreement of the
Trustee to indemnify the Borrower shall constitute such indemnity)
and, in the case of any such mutilation, upon surrender and
cancellation of the mutilated Note, and, in any case, upon
reimbursement to the Borrower of any reasonable expense incidental
thereto, the Borrower shall make and deliver a new Note of like
tenor, in lieu of such lost, stolen or destroyed Note or in exchange
for such mutilated Note.

         SECTION 10.  Remedies.  The holder of the Note, being a party
to, or an assignee of, this Agreement, shall be entitled and
empowered to institute any suits, actions or proceedings at law, in
equity or otherwise, whether for the specific performance of any
covenant or agreement contained herein or in the Note or in aid of
the exercise of any power granted herein or in the Note, or may
proceed to enforce the payment of the Note after demand, or to
enforce any other legal or equitable right as the holder of the Note,
or may proceed to take any action authorized or permitted under the
terms of the Indenture with respect to the Note or under any
applicable law.

         SECTION 11.  Remedies Cumulative; Delay or Omission Not a
Waiver.  Every remedy given hereunder to the holder of the Note shall
not be exclusive of any other remedy or remedies, and every such
remedy shall be cumulative and in addition to every other remedy
given hereunder or now or hereafter given by statute, law, equity or
otherwise.  No course of dealing between the Borrower and the
Corporation or the Borrower and the holder of the Note or any delay
or omission on the part of the Corporation or such holder to exercise
any right, remedy or power accruing upon any default hereunder shall
impair any such right, remedy or power or shall be construed to be a
waiver of any such default or of any right of the Corporation or such
holder or acquiescence therein.  Every right, remedy and power given
hereunder to the Corporation or to the holder of the Note may be
exercised from time to time and as often as may be deemed expedient
by the Corporation or such holder.

         SECTION 12.  Successors and Assigns.  All the covenants,
warranties and agreements contained in this Agreement by or on behalf
of the Corporation, the Borrower or the holder of the Note shall bind
and inure to the benefit of their respective successors and assigns,
whether so expressed or not.

         SECTION 13.  Notices.  All notices, presentments and demands
to or upon the Borrower in respect of the Note or this Agreement may
be delivered or mailed to the Borrower at One Rollins Plaza, P.O. Box
1791, Wilmington, Delaware 19899, or at such other address as the
Borrower may specify from time to time in writing to the Corporation
and the Trustee.

         All notices to or demands upon the Corporation in respect of
the Note or this Agreement shall be delivered or mailed to the
Corporation at One Rollins Plaza, P.O. Box 1791, Wilmington, Delaware
19899, or at such other address as the Corporation may specify from
time to time in writing to the Borrower and the Trustee.

         SECTION 14.  Payment or Notice on Saturday, Sunday, Legal
Holiday.  If the date of any payment or the giving of any notice
under the Note or this Agreement shall be (a) a Saturday, a Sunday or
a legal holiday at the place where payment is to be made or notice is
to be given or (b) a day on which banking institutions at the place
where payment is to be made or notice is to be given are authorized
by law to remain closed, then such payment or notice shall be made
not later than the next preceding business day which shall not be a
day specified in (a) or (b) above.

         SECTION 15.  Separability of Provisions.  In case any one or
more of the provisions contained in this Agreement or in the Note
should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or
impaired thereby.

         SECTION 16.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which when so executed and
delivered shall be an original, and all such counterparts shall
together constitute but one and the same instrument.

         SECTION 17.  Applicable Law.  This Agreement shall be
construed in accordance with and governed by the laws of the State of
Delaware.

         IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed on its behalf by its President or one
of its Vice Presidents and its corporate seal to be hereto affixed
and said seal and this Agreement to be attested by its Secretary or
one of its Assistant Secretaries, all as of the day and year first
above written.

                                        Rollins Truck Leasing Corp.


                                        BY:____________________________
                                             Patrick J. Bagley
                                             Title:

(CORPORATE SEAL)

Attest:

______________________________
Secretary


                                        Rollins Leasing Corp.


                                        BY:___________________________
                                             President
(CORPORATE SEAL)                             Title:

Attest:

______________________________
Secretary

ANNEX 1

8.25% DEMAND PROMISSORY NOTE

$150,000,000
                                                            Date:  May 3, 2000

         Rollins Leasing Corp., a corporation organized under the laws
of Delaware, for value received, HEREBY PROMISES TO PAY to Rollins
Truck Leasing Corp., a Delaware corporation, or order, upon demand,
the principal sum of Seventy Five Million Dollars ($150,000,000),
either in one sum or in several sums upon demand made from time to
time (the receipt of any such sum to be noted hereon), in every case
in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and
private debts, at the corporate trust office of First Union National
Bank, in the City of Newark, New Jersey, AND TO PAY interest, at the
said office and in like coin or currency, on the unpaid portion of
the said principal sum from May 3, 2000, until the said principal sum
shall have been paid, such interest to be paid semiannually at the
rate of 8.25% per annum on the 1st day of May and November in each
year commencing on the 1st day of November, 2000 (calculated on the
basis of a 360-day year of twelve 30-day months).  If any or all
installments of said principal sum shall not be paid when demanded,
such overdue principal and, to the extent that payment of interest on
overdue interest is enforceable under applicable law, any overdue
installment of interest on this Demand Promissory Note, shall bear
interest at the rate of 8.25% per annum until paid.

         This Demand Promissory Note is the Demand Promissory Note
referred to in the Loan Agreement dated as of May 3, 2000, between
Rollins Truck Leasing Corp. and the maker hereof, and may be prepaid
only as provided in said Loan Agreement.

                           Rollins Leasing Corp.


                           BY:______________________________
                               Title:

         Pay to the order of First Union National Bank, as Trustee
under the Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto
dated as of February 20, 1986, by an Eighth Supplemental Indenture
thereto dated as of May 15, 1990 and by a Seventeenth Supplemental
Indenture thereto dated as of March 10, 1997 and as supplemented by a
Twenty-third Supplemental Indenture dated as of May 3, 2000, between
Rollins Truck Leasing Corp. and said Trustee, as from time to time
further amended and supplemented.

                           Rollins Truck Leasing Corp.


                           BY:______________________________
                               Title:

<PAGE>
                                                                     EXHIBIT B












ROLLINS TRUCK LEASING CORP.,


FIRST UNION NATIONAL BANK


as Trustee


AND


ROLLINS LEASING CORP.




ASSIGNMENT OF LOAN AGREEMENT


Dated as of May 3, 2000






<PAGE>
ASSIGNMENT OF LOAN AGREEMENT


         ASSIGNMENT OF LOAN AGREEMENT dated as of May 3, 2000, among
Rollins Truck Leasing Corp., a corporation organized under the laws
of the State of Delaware (herein called the "Corporation"), First
Union National Bank, as Trustee under the Indenture hereinafter
referred to (herein called the "Trustee"), and Rollins Leasing
Corp., a corporation organized under the laws of the State of
Delaware (herein called the "Borrower").

         WHEREAS, the Trustee is Trustee under a Collateral Trust
Indenture dated as of March 21, 1983, (the "Original Indenture"; the
Original Indenture, as supplemented and amended by a Third
Supplemental Indenture thereto dated as of February 20, 1986, by an
Eighth Supplemental Indenture thereto dated as of May 15, 1990 and
by a Seventeenth Supplemental Indenture thereto dated as of March
10, 1997 and as supplemented by the Twenty-third Supplemental
Indenture dated as of May 3, 2000, being herein called the
"Indenture"), between the Corporation and the Trustee under and
pursuant to which there are being and have been issued certain
Collateral Trust Debentures of the Corporation (herein called the
"Debentures"); and

         WHEREAS, pursuant to a Loan Agreement (herein called the
"Loan Agreement") dated as of May 3, 2000, between the Corporation
and the Borrower, the Borrower has borrowed from the Corporation,
and the Corporation has loaned to the Borrower, $150,000,000, which
is evidenced by a 8.25% Demand Promissory Note from the Borrower to
the Corporation in the principal amount of $150,000,000 (herein
called the "Note"); and

         WHEREAS, in order to secure the payment of the principal of,
and premium, if any, and interest on, all Debentures at any time
issued and outstanding under the Indenture, as and to the extent
provided in the Indenture, and the performance and observance by the
Corporation of all the covenants and conditions in the Indenture and
the Debentures contained on its part to be observed and performed,
the Corporation has endorsed, assigned and delivered to the Trustee
the Note and is required to assign to the Trustee the Loan
Agreement;

         NOW, THEREFORE, THIS ASSIGNMENT WITNESSETH:

         1.   The Corporation hereby assigns to the Trustee all the
    right, title and interest of the Corporation in, to and under
    the Loan Agreement in order to secure the payment of the
    principal of, and premium, if any, and interest on, all
    Debentures at any time issued and outstanding under the
    Indenture, as and to the extent provided in the Indenture, and
    the performance and observance by the Corporation of all the
    covenants and conditions in the Indenture and the Debentures
    contained on its part to be observed and performed.

         2.   The Trustee will hold the Loan Agreement and the Note
    and the right, title and interest of the Corporation therein in
    accordance with, and subject to, the terms of the Indenture.

         3.   The Borrower acknowledges notice of, and consents to,
    the assignment of the Loan Agreement and the Note and of the
    right, title and interest of the Corporation therein, all as
    provided in, and subject to the terms of, the Indenture and this
    Assignment.

         IN WITNESS WHEREOF, each of the parties hereto has caused
this Assignment to be executed on its behalf by its President or one
of its Vice Presidents or Assistant Vice Presidents and its
corporate seal to be hereto affixed and said seal and this
Assignment to be attested by its Secretary or one of its Assistant
Secretaries or Assistant Vice Presidents, all as of the day and year
first above written.

                                         Rollins Truck Leasing Corp.


                                         BY:____________________________
                                             Patrick J. Bagley
                                             Title:

(CORPORATE SEAL)


Attest:______________________________
       Secretary

                                         FIRST UNION NATIONAL BANK,
                                         NATIONAL ASSOCIATION,
                                         as Trustee


                                         BY:___________________________
                                             Title:

(CORPORATE SEAL)


Attest:______________________________
         Title
<PAGE>
                                         Rollins Leasing Corp.


                                         BY:___________________________
                                             Title:

(CORPORATE SEAL)


Attest:__________________________
         Title