ex10-36







Exhibit 10.36







RURAL/METRO CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

(as amended through June 30, 2000)






ARTICLE I

Purpose


            1.1 Name. This Stock Purchase Plan shall be known as the
Rural/Metro Employee Stock Purchase Plan (the “Plan”).


            1.2 Purpose. The Plan is intended to provide a method whereby
employees of Rural/Metro Corporation, a Delaware corporation (the
“Company”), and one or more of its Subsidiary Corporations will have
an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Common Stock of the Company.


            1.3 Qualification. It is the intention of the Company to have
the Plan qualify as an “employee stock purchase plan” under section
423 of the Internal Revenue Code of 1986, as amended (the “Code”).
The provisions of the Plan shall be construed so as to extend and
limit participation in a manner consistent with the requirements of
that section of the Code.






ARTICLE II

Definitions


            2.1 Base Pay. “Base Pay” shall mean the estimated annual
compensation of an Employee and (a) with respect to a salaried
Employee, shall be based on such Employee’s current annual salary
and (b) with respect to a hourly Employee, shall be based on such
Employee’s RHE times such Employee’s regular straight-time hourly
rate. Shift premium, bonuses, “skill-based” pay, and other special
payments, commissions (unless such commissions represent the primary
source of compensation, as determined by the Committee) and other
marketing incentive payments shall not be included in Base Pay. For
purpose of the foregoing, “RHE” for a full time Employee shall mean
the sum of (i) 2080 and (ii) 1.5 times the estimated number of
overtime hours to be worked annually and “RHE” for a part-time
Employee shall mean 1040. If any Offering is a six month Offering,
the Base Pay shall be divided by one-half.


            2.2 Committee. “Committee” shall mean the individuals described
in Article XI.


            2.3 Employee. “Employee” shall mean any person who is
customarily employed on a full-time or part-time basis by the
Company and is regularly scheduled to work more than 20 hours per
week.


            2.4 Participating Company. “Participating Company” shall mean
the Company and such Subsidiary Corporations as may be designated
from time to time by the Board of Directors of the Company.


            2.5 Stock. “Stock” shall mean the Common Stock of the Company,
par value one cent ($.01).


            2.6 Subsidiary Corporation. “Subsidiary Corporation” shall mean
any present or future corporation which would be a “subsidiary
corporation” of the Company, as that term is defined in Code section
424.






ARTICLE III

Eligibility and Participation


            3.1 Initial Eligibility. Any Employee who shall have completed
30 days of continuous employment with a Participating Company and is
employed by a Participating Company on the date such Employee’s
participation in the Plan is to become effective shall be eligible
to participate in Offerings under the Plan which commence on or
after such 30 day employment period has
concluded. Any Corporation which becomes a Subsidiary Corporation








after the initial Offering Commencement Date shall become a
Participating Company only upon the decision of the Board of
Directors of the Company to designate such Subsidiary Corporation
as a Participating Company and to extend the benefits of the Plan
to its eligible Employees. For any Subsidiary Corporation which
becomes a Participating Company in the Plan after July 1, 1994, a
subsequent effective date shall be designated with respect to its
participation by the eligible Employees of such Participating
Company.


            3.2 Leave of Absence. For purposes of participation in the Plan,
a person on leave of absence shall be deemed to be an Employee for
the first 90 days of such leave of absence and such Employee’s
employment shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence unless such
Employee shall have returned to regular full-time or part-time
employment (as the case may be) prior to the close of business on
such 90th day. Termination by a Participating Company of any
Employee’s leave of absence, other than termination of such leave of
absence on return to full time or part time employment, shall
terminate an Employee’s employment for all purposes of the Plan and
shall terminate such Employee’s participation in the Plan and right
to exercise any option.


            3.3 Restrictions on Participation. Notwithstanding any
provisions of the Plan to the contrary, no Employee shall be granted
an option to participate in the Plan:


                        (a) if, immediately after the grant, such
Employee would own stock, and/or hold outstanding
options to purchase stock, possessing five percent or
more of the total combined voting power or value of all
classes of stock of the Company (for purposes of this
paragraph, the rules of section 424(d) of the Code shall
apply in determining stock ownership of any Employee);
or


                        (b) which permits such Employee’s rights
to purchase stock under all Employee stock purchase
plans of the Company and all Participating Companies to
accrue at a rate which exceeds $25,000 in fair market
value of the stock (determined at the time such option
is granted) for each calendar year in which such option
is outstanding.


            3.4 Commencement of Participation. An eligible Employee may
become a participant by completing the enrollment forms prescribed
by the Committee (including a purchase agreement and a payroll
deduction authorization) and filing such forms with the designated
office of the Company prior to the Offering Commencement Date for
the next scheduled Offering (as such terms are defined below).
Payroll deductions for a participant shall commence on the next
scheduled Offering Commencement Date when such Employee’s
authorization for a payroll deduction becomes effective and shall
continue in effect for the term of this Plan, except to the extent
such payroll deduction is changed in accordance with this Section
3.4 or terminated in accordance with Article VIII. The participant
may, at any time, increase or decrease the rate of the participant’s
payroll deduction by filing the appropriate form with the designated
office of the Company. The new rate shall become effective as of the
next applicable Offering Commencement Date.






ARTICLE IV

Offerings


            4.1 Annual Offerings. The Plan will be implemented by up to 10
annual offerings of the Company’s Common Stock (the “Offerings”)
beginning on the 1st day of July in each of the years 1994 through
2003, with each Offering terminating on June 30 of the following
year, provided, however, that each annual Offering may, in the
discretion of the Committee exercised prior to the commencement
thereof, be divided into two six-month Offerings commencing
respectively, on July 1 and January 1 and terminating six months
thereafter. The total number of shares issuable under the Plan shall
be 1,150,000. As used in the Plan, “Offering Commencement Date”
means the January 1 or July 1, as the case may be, on which the
particular Offering begins and “Offering Termination Date” means the
June 30 or December 31 as the case may be, on which the particular
Offering terminates. Any decision of the Committee to adjust the
number of shares in an Offering must be made prior to the Offering
Commencement Date of that Offering.


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ARTICLE V

Payroll Deductions


            5.1 Percentage of Participation. At the time an Employee files
authorization for payroll deduction and becomes a participant in the
Plan, the Employee shall elect to have deductions made from the
Employee’s pay on each payday during the time the Employee is a
participant in an Offering. Such deductions shall be an amount equal
to the Employee’s Participation Amount divided by the number of
payroll periods occurring during the Offering. An Employee’s
“Participation Amount” shall equal the rate of 1, 2, 3, 4, 5, 6, 7,
8, 9 or 10 percent (as elected by the Employee) times such
Employee’s Base Pay in effect at the Offering Commencement Date of
such Offering; provided, however, that prior to any Offering
Commencement Date, the Committee shall have the discretion to limit
deductions to less than 10 percent (but no less than 5 percent) for
any Offering.


            5.2 Calculation of Base Pay. An Employee’s Base Pay of the date
of an Offering and whether an Employee is “part-time” shall be
determined in the discretion of the Company based on the provisions
of this Plan. In calculating an Employee’s normal weekly rate of pay
under this Section 6.1, retroactive adjustments occurring during an
Offering which are retroactive to the last day prior to the
Commencement Date of that particular Offering shall be taken into
account. In addition, if a participant’s Base Pay includes
commissions, then the Committee may set such Employee’s Base Pay
based upon averages and standards as determined in the discretion of
the Committee.


            5.3 Participant’s Account. All payroll deductions made for a
participant shall be credited to such Employee’s account under the
Plan. A participant may not make any separate cash payment into such
account except when on leave of absence and then only as provided in
Section 5.5.


            5.4 Changes in Payroll Deductions. A participant may discontinue
participation in the Plan as provided in Article VIII, but no other
change can be made during an Offering and, specifically, a
participant may not alter the amount of such participant’s payroll
deductions for that Offering.


            5.5 Leave of Absence. If a participant goes on a leave of
absence, such participant shall have the right to elect: (a) to
withdraw the balance in such participant’s account pursuant to
Section 8.1 hereof, or (b) to discontinue contributions to the Plan
but remain a participant in the Plan, or remain a participant in the
Plan during such leave of absence, authorizing deductions to be made
from payments by the Company to the participant during such leave of
absence and undertaking to make cash payments to the Plan at the end
of each payroll period to the extent that amounts payable by the
Participating Company to such participant are insufficient to meet
such participant’s authorized Plan deductions.






ARTICLE VI

Granting of Option


            6.1 Number of Option Shares. On each Offering Commencement Date,
a participating Employee shall be deemed to have been granted an
option to purchase a maximum number of shares of the Stock of the
Company equal to the Participation Amount (as defined in Section 5.1
hereof) divided by the Option Price of the stock of the Company on
the applicable Offering Commencement Date, determined as provided in
Section 6.2 hereof.


            6.2 Option Price. The Option Price of Stock purchased with
payroll deductions made during each Offering for a participant
therein shall be 85 percent of the closing price of the Stock on the
Offering Commencement Date or the nearest prior business day on
which trading occurred on the NASDAQ National Market; provided,
however, that for Offerings that commence on or after January 1,
1998, the Option Price shall be the lower of (a) 85 percent of the
closing price of the Stock on the Offering Commencement Date or the
nearest prior business day on which trading occurred on the NASDAQ
National Market; or (b) 85 percent of the closing price of the Stock
on
the Offering Termination Date or the nearest prior business day on
which trading occurred on the NASDAQ National Market.


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ARTICLE VII

Exercise of Option


            7.1 Automatic Exercise. Unless a participant gives written
notice to the Company as hereinafter provided, such participant’s
option for the purchase of stock granted under Section 6.1 hereof
will be deemed to have been exercised automatically on the Offering
Termination Date applicable to such Offering for the purchase of the
number of full shares of Stock which the accumulated payroll
deductions in such Employee’s account at that time will purchase at
the applicable Option Price (but not in excess of the number of
shares for which options have been granted to the Employee pursuant
to Section 6.1 hereof), and any excess in such Employee’s account at
that time will be returned to the participant.


            7.2 Fractional Shares. Fractional shares will not be issued
under the Plan and any accumulated payroll deductions which would
have been used to purchase fractional shares will be, at the option
of the Committee, either (a) returned (without interest) to any
Employee promptly following the termination of an Offering, or (b)
added to the Participation Amount and held for the purchase of Stock
in connection with the next Offering; provided, however, that such
amount (without interest) shall be refunded to any Employee who
provides the Company with a written request for a refund prior to
the use of such amount to purchase Stock at the end of the next
Offering.


            7.3 Transferability of Option. During a participant’s lifetime,
options held by such participant shall be exercisable only by that
participant.


            7.4 Delivery of Stock. As promptly as practicable after the
Offering Termination Date of each Offering, the Company will deliver
to each participant, as appropriate, the Stock purchased upon
exercise of such Employee’s option. All Stock delivered to each
participant will contain a restriction stating that such Stock is
restricted from being transferred for a period of one year from the
date of issuance unless the Committee otherwise consents. It is not
the intention of the Committee to consent to transfers except in
extraordinary situations such as upon the death of a participant.
The Committee may withhold its consent to any such transfer in its
absolute and sole arbitrary discretion. Any transfer in violation of
the legend placed on each such stock certificate shall be void ab
initio. In no event, however, shall stock be forfeited for violation
of the transfer restriction.






ARTICLE VIII

Withdrawal


            8.1 In General. At any time prior to the last five days of an
Offering period, a participant may withdraw payroll deductions
credited to such participant’s account under the Plan by giving
written notice to the designated office of the Company, which
withdrawal notice shall be in form and substance as decided by the
Committee. All of the participant’s payroll deductions credited to
the participant’s account will be paid to the participant promptly
after receipt of such participant’s notice of withdrawal, and no
further payroll deductions will be made from the participant’s pay
during such Offering or during any subsequent Offering unless an
Employee re-enrolls as provided in Section 8.2 hereof. The Company
may, at its option, treat any attempt by a participant to borrow on
the security of such participant’s accumulated payroll deductions as
an election to withdraw such deductions.


            8.2 Effect on Subsequent Participation. A participant’s
withdrawal from any Offering will not have any effect upon such
Employee’s eligibility to participate in any succeeding Offering or
in any similar plan which may hereafter be adopted by the Company.
In order to be eligible for a subsequent Offering, however, a
participant who has withdrawn from an Offering must satisfy the
requirements of Section 3.4 hereof prior to the Offering
Commencement Date of the next succeeding Offering.


            8.3 Termination of Employment. Upon termination of the
participant’s employment for any reason, including retirement (but
excluding death or permanent disablement while in the employ of the
Company or continuation of a leave of absence for a period beyond 90
days), the payroll deductions credited to such Employee’s account
will be returned to the Employee, or, in the case of the Employee’s
death subsequent to the termination of such Employee’s employment,
to the person or persons entitled thereto under Section 12.1 hereof.


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            8.4 Termination of Employment Due to Death. Upon termination of
the participant’s employment because of death or permanent
disablement, the participant or participant’s beneficiary (as
defined in Section 12.1 hereof) shall have the right to elect, by
written notice given to the designated office of the Company prior
to the earlier of the Offering Termination Date or the expiration of
a period of 60 days commencing with the termination of the
participant’s employment, either:


                        (a) to withdraw all of the payroll
deductions credited to the participant’s account under
the Plan, or


                        (b) to exercise the participant’s option
on the next Offering Termination Date and purchase the
number of full shares of stock which the accumulated
payroll deductions in the participant’s account at the
date of the participant’s cessation of employment will
purchase at the applicable option price, and any excess
in such account will be returned to said beneficiary,
without interest.


In the event that no such written notice of election shall be duly received by
the designated office of the Company, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the
participant’s option.


            8.5 Leave of Absence. A participant on leave of absence shall,
subject to the election made by such participant pursuant to Section
5.5 hereof, continue to be a participant in the Plan so long as such
participant is on continuous leave of absence. A participant who has
been on leave of absence for more than 90 days and who therefore is
not an Employee for the purpose of the Plan shall not be entitled to
participate in any Offering commencing after the 90th day of such
leave of absence. Notwithstanding any other provisions of the Plan,
unless a participant on leave of absence returns to regular full
time or part time employment with the Company at the earlier of: (a)
the termination of such leave of absence or (b) three months from
the 90th day of such leave of absence, such participant’s
participation in the Plan shall terminate on whichever of such dates
first occurs.






ARTICLE IX

Interest


            9.1 Payment of Interest. No interest will be paid or allowed on
any money paid into the Plan or credited to the account of any
participant Employee including any interest paid on any and all
money which is distributed to an Employee or such Employee’s
beneficiary pursuant to the provisions of Sections 8.1, 8.3, 8.4 and
10.1 hereof.






ARTICLE X

Stock


            10.1 Maximum Shares. The maximum number of shares which shall be
issued under the Plan, subject to adjustment upon changes in
capitalization of the Company as provided in Section 12.4 hereof,
shall be 1,150,000 shares. If the total number of shares for which
options are exercised on any Offering Termination Date in accordance
with Article VI exceeds the maximum number of shares for the
applicable Offering, the Company shall make a pro rata allocation of
the shares available for delivery and distribution in as nearly a
uniform manner as shall be practicable and as the Committee shall
determine to be equitable, and the balance of payroll deductions
credited to the account of each participant under the Plan shall be
returned to such participant as promptly as possible.


            10.2 Participant’s Interest in Option Stock. The participant will
have no interest in stock covered by such Employee’s option until
such option has been exercised.


            10.3 Registration of Stock. Stock to be delivered to a
participant under the Plan will be registered in the name of the
participant, or, if the participant so directs by written notice to
the designated office of the Company prior to the Offering
Termination Date applicable thereto, in the names of the participant
and one such other person as may be designated by the participant,
in the form and manner permitted by applicable law.


            10.4 Restrictions On Exercise. The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that
the shares of Common Stock reserved for issuance upon the exercise
of the option

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shall have been duly listed, upon official notice of
issuance, upon a stock exchange or the NASDAQ National Market, and
that either:


                        (a) a Registration Statement under the
Securities Act of 1933, as amended, with respect to said
shares shall be effective, or


                        (b) the participant shall have
represented at the time of purchase, in form and
substance satisfactory to the Company, that it is such
Employee’s intention to purchase the shares for
investment and not for resale or distribution.






ARTICLE XI

Administration


            11.1 Appointment of Committee. The Board of Directors shall
appoint a committee (the “Committee”) to administer the Plan, which
shall consist of no fewer than two (2) members of the Board of
Directors. Members of the Committee who are Employees shall be
eligible to purchase stock under the Plan.


            11.2 Authority of Committee. Subject to the express provisions of
the Plan, the Committee shall have plenary authority in its
discretion to interpret and construe any and all provisions of the
Plan, to adopt rules and regulations for administering the Plan, and
to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee’s determination on the
foregoing matters shall be conclusive. The Committee may delegate
its authority as it deems necessary.


            11.3 Rules Governing the Administration of the Committee. The
Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously
appointed and may fill vacancies, however caused, in the Committee.
The Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall deem
advisable and may hold telephonic meetings. A majority of its
members shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. The Committee
may correct any defect or omission or reconcile any inconsistency in
the Plan, in the manner and to the extent it shall deem desirable.
Any decision or determination reduced to writing and signed by a
majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called
and held. The Committee may appoint a secretary and shall make such
rules and regulations for the conduct of its business as it shall
deem advisable.






ARTICLE XII

Miscellaneous


            12.1 Designation of Beneficiary. A participant may file a written
designation of a beneficiary who is to receive any Stock and/or
cash. Such designation of beneficiary may be changed by the
participant at any time by written notice to the designated office
of the Company. Upon the death of a participant and upon receipt by
the Company of proof of identity and existence at the participant’s
death of a beneficiary validly designated by the participant under
the Plan, the Company shall
deliver such Stock and/or cash to such beneficiary. In the event of
the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant’s death, the Company shall deliver such Stock and/or
cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Stock and/or cash to the spouse or to
any one or more dependents of the participant as the Company may
designate. No beneficiary shall, prior to the death of the
participant by whom he has been designated, acquire any interest in
the Stock or cash credited to the participant under the Plan.


            12.2 Transferability. Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of
an option or to receive Stock under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way by the
participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or
other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance
with Article VIII.


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            12.3 Use of Funds. All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate
purpose and the Company shall not be obligated to segregate such
payroll deductions.


            12.4 Adjustment Upon Changes in Capitalization.


                        (a) If, while any options are
outstanding, the outstanding shares of Common Stock of
the Company have increased, decreased, changed into, or
been exchanged for a different number or kind of shares
or securities of the Company through reorganization,
merger, recapitalization, reclassification, stock split
(whether or not effected in the form of a stock
dividend), reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by
the Committee in the number and/or kind of shares which
are subject to purchase under outstanding options and on
the option exercise price or prices applicable to such
outstanding options. In addition, in any such event, the
number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be
proportionately adjusted.


                        (b) Upon the dissolution or liquidation
of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more
corporations as a result of which the Company is not the
surviving corporation, or upon a sale of substantially
all of the property or stock of the Company to another
corporation, the holder of each option then outstanding
under the Plan will thereafter be entitled to receive at
the next Offering Termination Date upon the exercise of
such option for each share as to which such option shall
be exercised, as nearly as reasonably may be determined,
the cash, securities and/or property which a holder of
one share of the Company’s Common Stock was entitled to
receive upon and at the time of such transaction. The
Board of Directors shall take such steps in connection
with such transactions as the Board shall deem necessary
to assure that the provisions of this Section 12.4 shall
thereafter be applicable, as nearly as reasonably may be
determined, in relation to the said cash, securities
and/or property as to which such holder of such option
might thereafter be entitled to receive.


            12.5 Amendment and Termination. The Board of Directors shall have
complete power and authority to terminate or amend the Plan;
provided, however, that the Board of Directors shall not, without
the approval of the stockholders of the Corporation (i) increase the
maximum number of shares which may be issued under the Plan (except
pursuant to Section 12.4 hereof); or (ii) amend the requirements as
to the class of Employees eligible to purchase stock under the Plan.
No termination, modification, or amendment of the Plan may, without
the consent of an Employee
then having an option under the Plan to purchase stock, adversely
affect the rights of such Employee under such option.


            12.6 Effective Date. The original Plan was effective as of July
1, 1994 and was thereafter approved by the holders of the majority
of the Common Stock present and represented at the annual meeting of
the shareholders held on December 8, 1994.


            12.7 No Employment Rights. The Plan does not, directly or
indirectly, create any right for the benefit of any Employee or
class of Employees to purchase any shares under the Plan, or create
in any Employee or class of Employees any right with respect to
continuation of employment by the Company, and it shall not be
deemed to interfere in any way with the Company’s right to
terminate, or otherwise modify, an Employee’s employment at any
time.


            12.8 Effect of Plan. The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit
of, all successors of each Employee participating in the Plan,
including, without limitation, such Employee’s estate and the
executors, administrators or trustees thereof, heirs and legatees,
and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.


            12.9 Governing Law. The law of the State of Arizona will govern
all matters relating to this Plan except to the extent it is
superseded by the laws of the United States.


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			RURAL/METRO CORPORATION, a Delaware corporation
	

			By:	/s/ Jack E. Brucker
				

			Its:	Chief Executive Officer
	 
	Attest:
	

	/s/ Louis G. Jekel
	

	Secretary



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