Exhibit 10.16(o)

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c/o Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona 85251

     Re:  CHANGE OF CONTROL AGREEMENT

Dear _________:

     In the past, our Board of Directors (the "Board")  concluded that it was in
the  best  interests  of  Rural/Metro   Corporation   ("Rural/Metro")   and  its
shareholders  to take  appropriate  steps to allay any concerns you may have had
about your future employment opportunities with Rural/Metro and its subsidiaries
(Rural/Metro  and  its   subsidiaries  are  collectively   referred  to  as  the
"Company").  As a result,  the Board  offered you a special  package of benefits
described in your current Change of Control Agreement. As we have discussed, the
Board has  decided  to offer  certain  enhancements  to your  current  Change of
Control  Agreement.  This  revised  Change of  Control  Agreement  ("Agreement")
reflects those enhancements.

     Please bear in mind that the benefits  described below are being offered to
you alone and we accordingly  ask that you refrain from  discussing this special
program  with  others.  Also,  please  note that the  special  benefits  package
described  below  will  only be  effective  if you sign the  extra  copy of this
Agreement which is enclosed,  and return it to me on or before  ___________.  If
you timely sign and return the Agreement, it will replace your current Change of
Control Agreement.

     1.   TERM OF AGREEMENT.

     This  Agreement  is effective as of  ______________,  and will  continue in
effect as long as you are  actively  employed  by  Rural/Metro,  unless  you and
Rural/Metro agree in writing to its termination.

     2.   ELIGIBILITY FOR COC PAYMENT.

     You will receive the "COC Payment," as defined in Section 3, if:

          (a) Your employment with the Company is terminated without "Cause" (as
defined in Section 9) within two years following a Change of Control; or
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          (b) You terminate your  employment  with the Company for "Good Reason"
(as defined in Section 8) within two years following a Change of Control.

     Notwithstanding  the  foregoing,  no COC  Payment  will be  payable if your
employment is terminated  for Cause,  if you terminate your  employment  without
Good Reason,  or if your employment is terminated by reason of your "Disability"
(as defined in Section 11(d)) or your death.  In addition,  the COC Payment will
not be payable if your employment is terminated by you or the Company for any or
no reason before a Change of Control occurs or if your  employment is terminated
by you or the Company for any or no reason more than two years after a Change of
Control has occurred.

     In  order  to  receive  the COC  Payment,  you  must  execute  any  release
reasonably requested by Rural/Metro of claims that you may have pursuant to this
Agreement (but not any other claims).

     The COC Payment will be payable  without  regard to whether you look for or
obtain alternative  employment following your termination of employment with the
Company.

     3.   COMPUTATION OF COC PAYMENT.

     The "COC  Payment" is a lump sum  payment  equal to the sum of: (a) 200% of
your annualized base salary as of the day on which the Change of Control occurs;
plus  (b) 200% of an  amount  equal to (i) the  incentive  compensation  paid or
payable  to you  pursuant  to our  Management  Incentive  Program  on account of
performance during the calendar year immediately  preceding the calendar year in
which the Change of  Control  occurs  and (ii) any other  bonuses  or  incentive
compensation  paid or  payable  to you for  such  year.  The COC  Payment  is in
addition to and  distinct  from any payments to which you may be entitled due to
your  termination  pursuant  to the  terms of your  "Employment  Agreement"  (as
defined in Section 21), any applicable law, or otherwise.

     The COC  Payment  will be paid in one lump sum within  five days  following
your  termination of employment.  In the event of your death, any unpaid portion
of the COC  Payment  will be paid to your  surviving  spouse,  or if there is no
surviving  spouse, to your family trust or, if these is no family trust, to your
estate.

     4.   ACCELERATION OF OR PAYMENT FOR OPTIONS.

     If an  agreement  is entered  into that will result in a Change of Control,
before the Change of Control  occurs the Board will  accelerate  the vesting and
exercisability  of any options you hold to acquire Company stock that,  pursuant
to their terms, are not yet vested and exercisable (the "Existing Options").  As
a general  rule,  the Existing  Options and any other options that you hold will
remain  exercisable  following  the Change of Control until the options lapse in
accordance  with their terms.  However,  if your  employment with the Company is
terminated without "Cause" within two years following a Change of Control or you
terminate  your  employment  with the Company for "Good Reason" within two years
following a Change of Control, the Existing Options and any other options that

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you hold will remain  exercisable  until the later of ninety days after the last
day of the  Severance  Period (as defined  below),  or ten years after the Grant
Date (five years after the Grant Date if the Options are incentive stock options
and you are a shareholder who at the Grant Date owned stock possessing more than
10% of the combined  voting power of all classes of stock of  Rural/Metro or any
parent or  subsidiary  of  Rural/Metro).  If the  exercise  period  relating  to
incentive  stock options  granted in compliance with Section 422 of the Internal
Revenue  Code  would be  exceeded  by  application  of the  foregoing,  then the
incentive stock option shall be considered to be a  non-qualified  stock option.
The  "Severance  Period"  shall be as defined  in  Section 9 of your  Employment
Agreement, but not less than two years for purposes of this Agreement.

     5.   BENEFITS CONTINUATION.

     If your  employment is terminated by the Company  without Cause,  or if you
terminate your  employment for Good Reason,  within two years following a Change
of Control,  you will continue to receive life,  disability,  accident and group
health  Insurance  benefits  substantially  similar  to  those  which  you  were
receiving  immediately  prior to your  termination of employment for a period of
twenty-four (24) months following your termination of employment.  Such benefits
shall be provided on  substantially  the same terms and  conditions as they were
provided prior to the Change of Control.  If a particular  insurance benefit may
not be continued for any reason, the Company shall pay a "Benefit  Allowance" to
the Executive.  The Benefit Allowance will equal 145% of the cost to Rural/Metro
of providing the unavailable insurance benefit to a similarly situated employee.
The Benefit  Allowance shall be paid on a monthly basis or in a single lump sum.
The cost of providing the unavailable  benefit to a similarly  situated employee
and whether the Benefit  Allowance will be paid in monthly  installments or in a
lump sum will be determined by Rural/Metro in the exercise of its discretion.

     The Company does not intend to provide duplicative  benefits.  As a result,
benefits  otherwise  receivable  pursuant  to this  Section  shall be reduced or
eliminated if and to the extent that you receive such benefits  pursuant to your
Employment Agreement.

     Benefits  otherwise  receivable  pursuant  to this  Section  also  shall be
reduced or eliminated if and to the extent that you receive comparable  benefits
from any other source (for example, another employer).

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     6.   INCENTIVE COMPENSATION.

     If you are  employed by the Company on the day on which a Change of Control
occurs,  the  incentive  compensation  to which you will be  entitled  under the
Management  Incentive  Program  for the  calendar  year in which  the  Change of
Control occurs will equal at least the "Minimum Incentive  Compensation Amount".
The  "Minimum   Incentive   Compensation   Amount"  will  equal  the   incentive
compensation  to which you would have been  entitled  if the year were to end on
the day on which the Change of Control occurs, based upon performance up to that
date. In measuring financial performance,  financial results through the date of
the Change of Control will be annualized.

     7.   CHANGE OF CONTROL DEFINED.

     For purposes of this  Agreement,  the term Change of Control shall mean any
one or more of the following transactions or situations:

          (a) A sale,  transfer,  or other disposition by Rural/Metro  through a
single  transaction  or a series of  transactions  of securities of  Rural/Metro
representing  30% or more of the  combined  voting power of  Rural/Metro's  then
outstanding  securities to any "Unrelated Person" or "Unrelated  Persons" acting
in concert with one another.  For purposes of this  Section,  the term  "Person"
shall mean and include any individual,  partnership, joint venture, association,
trust,  corporation,  or other  entity  (including  a "group" as  referred to in
Section  13(d)(3)  of the  Securities  Exchange  Act of 1934 (the  "Act")).  For
purposes of this Section, the term "Unrelated Person" shall mean and include any
Person other than: Rural/Metro, a wholly-owned subsidiary of Rural/Metro,  or an
employee benefit plan of Rural/Metro.

          (b)  A  sale,   transfer,   or  other  disposition  through  a  single
transaction  or a series  of  transactions  of all or  substantially  all of the
assets of  Rural/Metro  to an Unrelated  Person or Unrelated  Persons  acting in
concert with one another.

          (c) A  change  in  the  ownership  of  Rural/Metro  through  a  single
transaction  or a series  of  transactions  such  that any  Unrelated  Person or
Unrelated  Persons  acting in concert  with one another  become the  "Beneficial
Owner",  directly or indirectly,  of securities of Rural/Metro  representing  at
least  30% of the  combined  voting  power  of  Rural/Metro's  then  outstanding
securities. For purposes of this Section, the term "Beneficial Owner" shall have
the same meaning as given to that term in Rule l3d-3  promulgated under the Act,
provided  that any  pledgee of voting  securities  shall not be deemed to be the
Beneficial  Owner thereof prior to its acquisition of voting rights with respect
to such securities.

          (d)  Any  consolidation  or  merger  of  Rural/Metro  with  or into an
Unrelated  Person,  unless  immediately  after the  consolidation  or merger the
holders  of  the  common  stock  of   Rural/Metro   immediately   prior  to  the

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consolidation or merger are the Beneficial Owners of securities of the surviving
corporation  representing  at  least  50% of the  combined  voting  power of the
surviving corporation's then outstanding securities.

          (e)  During  any  period of two (2)  years,  individuals  who,  at the
beginning of such  period,  constituted  the Board of  Directors of  Rural/Metro
cease,  for any reason,  to constitute at least a majority  thereof,  unless the
election or  nomination  for  election of each new  director was approved by the
vote of at least  two-thirds  (2/3rds) of the directors then still in office who
were directors at the beginning of such period.

          (f) A change in  control  of  Rural/Metro  of a nature  that  would be
required to be reported in response to Item 6(e) of Schedule  14A of  Regulation
14A  promulgated  under the Act, or any successor  regulation of similar import,
regardless of whether Rural/Metro is subject to such reporting requirement.

     Notwithstanding  any  provision  herein to the  contrary,  the  filing of a
proceeding for the reorganization of Rural/Metro under Chapter 11 of the Federal
Bankruptcy Code or any successor or other statute of similar import shall not be
deemed to be a Change of Control for purpose of this Agreement.

     If more than one of the transactions or situations referred to above occurs
during the term of this Agreement, each shall be treated as a separate Change of
Control.

     8.   GOOD REASON DEFINED.

     For purposes of this Agreement, "Good Reason" shall mean any one or more of
the following:

          (a) The assignment to you of any duties which are  inconsistent  with,
or the reduction of powers or functions associated with, your current positions,
duties,  responsibilities  and  status  with  Rural/Metro,  or a change  in your
reporting  responsibilities,  or in the conditions of your employment;  provided
that a single reduction by Rural/Metro of less than 10% (or aggregate reductions
totaling  less than 10%) in your base  salary as in effect on the date hereof or
as the same  may be  increased  as  provided  in your  Employment  Agreement  is
permissible and shall not constitute "Good Reason".

          (b) The failure of  Rural/Metro  to cause any  successor  to expressly
assume and agree to perform this Agreement pursuant to Section 12 hereof.

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          (c) Any purported  termination by Rural/Metro of your  employment that
is not effected by a Notice of  Termination  pursuant to Section 11 below or for
grounds not constituting Cause.

          (d) Rural/Metro relieving you of your duties.

          (e)  Rural/Metro  requiring  you to  relocate,  without  your  express
written consent, to an employment location which is more than 50 miles from your
employment location on the date of the Change of Control.

          (f) Any other event which constitutes "Good Reason" under paragraph 7A
of your Employment Agreement with Rural/Metro.  If there is no such agreement in
effect  at  the  time  of  your   termination,   this  paragraph  (f)  shall  be
inapplicable.

     9.   CAUSE DEFINED.

     For purposes of this Agreement, the term "Cause" shall be given the meaning
ascribed to such term in your Employment  Agreement,  and shall be determined in
the same manner as provided in your Employment  Agreement,  as it may be amended
from time to time. If no written  Employment  Agreement is in effect at the time
of your  termination of employment,  "Cause" shall be given the meaning ascribed
to it in the last written  Employment  Agreement  that was in effect between you
and the Company that included a definition of "Cause".

     10.  CEILING ON BENEFITS.

     The Internal  Revenue Code (the "Code") places  significant  tax burdens on
you and the Company if the total payments made to you due to a Change of Control
exceed prescribed limits.  For example,  if your limit is $300,000 and the total
payments  equal or exceed  the  limit,  you are  subject  to an excise tax under
Section  4999  of the  Code  of 20% of all  amounts  paid  to you in  excess  of
$100,000. If your limit is $300,000, you will not be subject to an excise tax if
you receive $299,999. If you receive $300,000,  you will be subject to an excise
tax of $40,000 (20% of $200,000).

     In order to avoid this excise tax and the related adverse tax  consequences
for the  Company,  by signing  this  Agreement,  you will be  agreeing  that the
present  value of your "Total  Payments"  (as defined  below) will not exceed an
amount equal to two and  ninety-nine  hundredths  (2.99) times your "Base Period
Income" (as defined  below).  This is the maximum  amount  which you may receive
without  becoming  subject to the excise tax imposed by Section 4999 of the Code
or which the Company may pay without loss of deduction under Section 280G of the
Code.

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     "Base  Period  Income" is an amount  equal to your  "annualized  includable
compensation" for the "base period" as defined in Sections 280G(d)(1) and (2) of
the Code and the regulations  adopted  thereunder.  Generally,  your "annualized
includable  compensation"  is the average of your annual taxable income from the
Company for the "base  period",  which is the five  calendar  years prior to the
year in which the Change of Control  occurs.  These concepts are complicated and
technical and all of the rules set forth in the applicable regulations apply for
purposes of this Agreement.

     Your  "Total  Payments"  include  the sum of the COC  Payment and any other
"payments in the nature of compensation" (as defined in Section 280G of the Code
and the regulations adopted  thereunder) to or for your benefit,  the receipt of
which is contingent on a Change of Control and to which Section 280G of the Code
applies.

     If Rural/Metro  believes that these rules will result in a reduction of the
payments to which you are entitled under this  Agreement,  it will so advise you
within 60 days following  delivery of the "Notice of  Termination"  described in
Section 11. You and  Rural/Metro  will then, at  Rural/Metro's  expense,  retain
legal  counsel,  certified  public  accountants,  and/or  a firm  of  recognized
executive compensation  consultants to provide an opinion or opinions concerning
whether your Total Payments exceed the limit discussed above.

     Rural/Metro will select the legal counsel, certified public accountants and
executive  compensation  consultants.  If you do not  accept  one or more of the
parties selected by Rural/Metro,  you may provide  Rural/Metro with the names of
legal  counsel,  certified  public  accountants  and/or  executive  compensation
consultants  acceptable  to you.  If  Rural/Metro  does not  accept the party or
parties selected by you, the legal counsel,  certified public accountants and/or
executive   compensation   consultants   selected   by  you   and   Rural/Metro,
respectively, will select the legal counsel, certified public accountants and/or
executive compensation consultants to provide the opinions required.

     At a minimum,  the opinions required by this Section must set forth (a) the
amount of your Base Period  Income,  (b) the present value of the Total Payments
and (c) the amount and present  value of any  payments in excess of 3 times your
Base Period Income.

     If the  opinions  state that there would be such an excess,  your  payments
under this  Agreement  will be reduced to the extent  necessary to eliminate the
excess. If the legal counsel or certified public accountants selected to provide
the  opinions  referred  to above so  requests  in  connection  with the opinion
required  by  this  Section,  a  firm  of  recognized   executive   compensation
consultants,  selected by you and  Rural/Metro  pursuant to the  procedures  set
forth  above,  shall  provide an  opinion,  upon  which  such  legal  counsel or

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certified public  accountants may rely, as to the  reasonableness of any item of
compensation as reasonable  compensation  for services  rendered before or after
the Change of Control.

     If   Rural/Metro   believes  that  your  Total  Payments  will  exceed  the
limitations of this Section,  it will  nonetheless  make payments to you, at the
times stated above,  in the maximum  amount that it believes may be paid without
exceeding  such  limitations.  The balance,  if any, will then be paid after the
opinions  called  for above  have been  received.If  the  amount  paid to you by
Rural/Metro is ultimately determined,  pursuant to the opinion referred to above
or by the Internal  Revenue  Service,  to have  exceeded the  limitation of this
Section,  Rural/Metro  will promptly pay you an  additional  amount in cash (the
"Gross-up  Payment")  equal to the sum of any excise  tax  imposed  pursuant  to
Section 4999 of the Code or any  comparable  provision of state or local law (an
"Excise  Tax")  and  all  taxes,  interest  and  penalties  including,   without
limitation, any federal, state and local income taxes payable by you as a result
of the receipt of the Gross-up  Payment,  or as a result of any liability for or
the  withholding  or the  assessment  of any  Excise  Tax or the  receipt of the
Gross-up  Payment.  For such purposes,  federal income taxes shall be determined
net of the maximum reduction in such federal income taxes that could be obtained
from the  deduction  of such state and local taxes as  calculated  by (i) taking
into account the effects of all  limitations  on the  deductibility  for federal
income tax purposes of such state and local taxes (including  without limitation
the  nondeductibility  of state and local taxes for federal  alternative minimum
tax  purposes,   limitations  on   deductibility   of  itemized   deductions  or
miscellaneous  itemized  deductions,  and the phase-out of personal  exemptions,
(ii)  assuming  that your only income  consists of  compensation  paid to you by
Rural/Metro,  and (iii) utilizing your actual itemized deductions other than for
state and local income taxes for your taxable  year  immediately  preceding  the
taxable year the Gross-Up  Payment is to be made. It is intended that under this
provision  Rural/Metro  will  indemnify  you in such a manner that you shall not
suffer any loss or expense by reason of the assessment of any Excise Tax or your
receipt  of or  entitlement  to the  Gross-Up  Payment.  For  purposes  of  this
Agreement,   "federal  income  taxes"  include,   without  limitation,   federal
alternative minimum taxes.

     In the event that the  provisions of Sections 280G and 4999 of the Code are
repealed  without  succession,  this  Section  shall be of no  further  force or
effect.

     11.  TERMINATION NOTICE AND PROCEDURE.

     Any  termination  by the  Company  or  you  of  your  employment  shall  be
communicated  by  written  Notice  of  Termination  to you  if  such  Notice  of
Termination  is  delivered  by the  Company and to the Company if such Notice of
Termination  is  delivered  by  you,  all  in  accordance   with  the  following
procedures:

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          (a) The Notice of Termination shall indicate the specific  termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances alleged to provide a basis for termination.

          (b) Any  Notice of  Termination  by the  Company  shall be in  writing
signed by the  Chairman of the Board of  Rural/Metro,  specifying  in detail the
basis for such termination.

          (c) If the Company shall furnish a Notice of Termination for Cause and
you in good faith  notify the  Company  that a dispute  exists  concerning  such
termination  within the 15 day period following your receipt of such notice, you
may elect to continue your employment  during such dispute.  If it is thereafter
determined  that (i) Cause  did  exist,  your  "Termination  Date"  shall be the
earlier of (A) the date on which the  dispute is finally  determined,  either by
mutual written  agreement of the parties or pursuant to the alternative  dispute
resolution provisions of Section 18 or (B) the date of your death, or (ii) Cause
did  not  exist,  your  employment  shall  continue  as if the  Company  had not
delivered  its Notice of  Termination  and there  shall be no  Termination  Date
arising out of such notice.

          (d) If the Company shall furnish a Notice of  Termination by reason of
Disability  and you in good  faith  notify  the  Company  that a dispute  exists
concerning such  termination  within the 15-day period following your receipt of
such notice, you may elect to continue your employment during such dispute.  The
dispute  relating  to the  existence  of a  Disability  shall be resolved by the
opinion of the licensed  physician selected by Rural/Metro;  provided,  however,
that if you do not accept the  opinion of the  licensed  physician  selected  by
Rural/Metro,  the  dispute  shall  be  resolved  by the  opinion  of a  licensed
physician  who shall be  selected by you;  provided  further,  however,  that if
Rural/Metro  does not accept the opinion of the licensed  physician  selected by
you,  the  dispute  shall be  finally  resolved  by the  opinion  of a  licensed
physician selected by the licensed  physicians  selected by Rural/Metro and you,
respectively.  If it is thereafter  determined  that (i) a Disability did exist,
your  Termination Date shall be the earlier of (A) the date on which the dispute
is resolved or (B) the date of your death,  or (ii) a Disability  did not exist,
your employment shall continue as if the Company had not delivered its Notice of
Termination  and there shall be no Termination  Date arising out of such notice.
For purposes of this Agreement, "Disability" shall be given the meaning ascribed
to  such  term  in  your  Employment   Agreement  at  the  time  the  Disability
determination  is being made. If there is no Employment  Agreement  that defines
"Disability",  "Disability"  shall mean your inability to perform your customary
duties for the Company due to a physical or mental  condition that is considered
to be of long-lasting or indefinite duration.

          (e) If you in good  faith  furnish  a Notice of  Termination  for Good
Reason  and the  Company  notifies  you that a  dispute  exists  concerning  the
termination  within the 15 day period  following the  Company's  receipt of such

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notice, you may elect to continue your employment during such dispute.  If it is
thereafter determined that Good Reason did exist, your Termination Date shall be
the earlier of (A) the date on which the dispute is finally  determined,  either
by mutual  written  agreement  of the  parties or  pursuant  to the  alternative
dispute  resolution  provisions of Section 18, (B) the date of your death or (C)
one day  prior to the  second  anniversary  of a  Change  of  Control,  and your
payments hereunder shall reflect events occurring after you delivered the Notice
of Termination.  If it is determined that Good Reason did not exist, you will be
deemed  to have  terminated  your  employment  without  Good  Reason,  and  your
Termination  Date shall be either (A) the date on which you furnished the Notice
of Termination for Good Reason, if you did not elect to continue your employment
during the dispute  concerning  whether Good Reason existed,  or (B) the date on
which it is  determined  that Good  Reason  did not  exist,  if you  elected  to
continue  your  employment  during the dispute  concerning  whether  Good Reason
existed.  You may  withdraw  any  Notice  of  Termination  at any  time  and the
employment relationship shall continue.

          (f) If you do not elect to continue employment pending resolution of a
dispute regarding a Notice of Termination, and it is finally determined that the
reason for termination set forth in such Notice of Termination did not exist, if
such  notice  was  delivered  by you,  you shall be  deemed to have  voluntarily
terminated your  employment  other than for Good Reason and, if delivered by the
Company,  the Company will be deemed to have terminated you other than by reason
of Disability or Cause.

          (g) For purposes of this Agreement, a transfer from Rural/Metro to one
of its  subsidiaries  or a transfer from a subsidiary to  Rural/Metro or another
subsidiary shall not be treated as a termination of employment  although it may,
in certain  circumstances,  provide you with Good Reason to terminate employment
pursuant to Section 8.

     12.  SUCCESSORS.

     Rural/Metro  will require any  successor  (whether  direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of Rural/Metro or any of its  subsidiaries  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that  Rural/Metro or any subsidiary would be required to perform it if no
such  succession  had  taken  place.  Failure  of  Rural/Metro  to  obtain  such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to  compensation in the same
amount and on the same  terms to which you would be  entitled  hereunder  if you
terminate your employment for Good Reason following a Change of Control,  except
that for  purposes of  implementing  the  foregoing,  the date on which any such

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succession  becomes  effective shall be deemed the Termination  Date. As used in
this Agreement, "Rural/Metro" shall mean Rural/Metro as hereinbefore defined and
any  successor to its business  and/or  assets as  aforesaid  which  assumes and
agrees to perform this Agreement by operation of law or otherwise.

     13.  BINDING AGREEMENT.

     This Agreement  shall inure to the benefit of and be enforceable by you and
your personal or legal representatives,  executors, administrators,  successors,
heirs,  distributees,  devisees and legatees. If you should die while any amount
would still be payable to you  hereunder  had you  continued  to live,  all such
amounts shall be paid in accordance with the second paragraph of Section 3.

     14.  NOTICE.

     For  purposes  of this  Agreement,  notices  and all  other  communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been  duly  given  when  delivered  or  mailed by  United  States  certified  or
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that all  notices to  Rural/Metro  shall be  directed  to the  attention  of the
Chairman  of  the  Board  of  Rural/Metro  with  a  copy  to  the  Secretary  of
Rural/Metro,  or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

     15.  MISCELLANEOUS.

     No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by you
and the Chairman of the Board of  Rural/Metro.  No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance  with, any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement.  The validity,  interpretation,  construction and performance of this
Agreement  shall be governed by the laws of the State of Arizona  without regard
to its conflicts of law principles. All references to sections of the Securities
Exchange Act of 1934 or the Code shall be deemed also to refer to any  successor
provisions to such sections.  Any payments  provided for hereunder shall be paid
net of any applicable  withholding  required under federal,  state or local law.
The  obligations  of the  Company  that arise  prior to the  expiration  of this
Agreement shall survive the expiration of the term of this Agreement.

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     16.  VALIDITY.

     The invalidity or unenforceability of any provision of this Agreement shall
not  affect  the  validity  or  enforceability  of any other  provision  of this
Agreement, which shall remain in full force and effect.

     17.  COUNTERPARTS.

     This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which  together will  constitute  one and
the same instrument.

     18.  ALTERNATIVE DISPUTE RESOLUTION.

     All claims,  disputes  and other  matters in  question  between the parties
arising under this Agreement shall, unless otherwise provided herein (such as in
Sections  10 and  11(d)),  be resolved in  accordance  with the  arbitration  or
alternative dispute resolution provisions included in your Employment Agreement.
If no written Employment  Agreement is in effect at the time of your termination
of  employment,  or, if the  Employment  Agreement in effect at the time of your
termination of employment  does not include  arbitration or alternative  dispute
resolution  provisions,  all  claims,  disputes  and other  matters in  question
between the parties arising under this Agreement shall be decided by arbitration
in Phoenix, Arizona, in accordance with the National Rules for the Resolution of
Employment  Disputes of the American  Arbitration  Association  (including  such
procedures  governing  selection of the  specific  arbitrator  or  arbitrators),
unless the parties mutually agree otherwise.  The Company shall pay the costs of
any such arbitration. The award by the arbitrator or arbitrators shall be final,
and judgment may be entered upon it in  accordance  with  applicable  law in any
state or Federal court having jurisdiction thereof.

     19.  EXPENSES AND INTEREST.

     If a good faith dispute shall arise with respect to the enforcement of your
rights under this Agreement or if any arbitration or legal  proceeding  shall be
brought in good faith to enforce or interpret any provision contained herein, or
to recover  damages for breach  hereof,  and you are the prevailing  party,  you
shall  recover from the Company any  reasonable  attorneys'  fees and  necessary
costs  and  disbursements  incurred  as  a  result  of  such  dispute  or  legal
proceeding,  and  prejudgment  interest  on any money  judgment  obtained by you
calculated at the rate of interest announced by Bank One, Arizona,  NA from time
to time as its prime rate from the date that  payments  to you should  have been
made under this Agreement. It is expressly provided that the Company shall in no
event recover from you any attorneys' fees, costs,  disbursements or interest as
a result of any dispute or legal proceeding involving the Company and you.

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     20.  PAYMENT OBLIGATIONS ABSOLUTE.

     Rural/Metro's  obligation  to pay you  the  compensation  and to  make  the
arrangements  in  accordance  with the  provisions  herein shall be absolute and
unconditional and shall not be affected by any circumstances; provided, however,
that  Rural/Metro  may apply amounts  payable under this  Agreement to any debts
owed to Rural/Metro  by you on your  Termination  Date.  All amounts  payable by
Rural/Metro in accordance  with this  Agreement  shall be paid without notice or
demand.  If  Rural/Metro  has paid you more  than the  amount  to which  you are
entitled under this Agreement,  Rural/Metro  shall have the right to recover all
or any part of such  overpayment  from you or from  whomsoever has received such
amount.

     21.  EFFECT ON EMPLOYMENT AGREEMENT.

     This  Agreement   supplements,   and  does  not  replace,  your  Employment
Agreement,  as it may be amended or replaced from time to time (the  "Employment
Agreement").  You will be entitled to receive all amounts due to you pursuant to
your  Employment  Agreement,  but some benefits due pursuant to your  Employment
Agreement  may reduce the  benefits  due  pursuant to Section 5. If there is any
conflict between the provisions of this Agreement and your Employment Agreement,
the provisions of this Agreement shall control.

     22.  ENTIRE AGREEMENT.

     This Agreement,  your Employment Agreement, and any Stock Option Agreements
set forth the  entire  agreement  between  you and the  Company  concerning  the
subject matter  discussed in this Agreement and supersede all prior  agreements,
promises,   covenants,   arrangements,   communications,    representations   or
warranties,  whether written or oral, by any officer, employee or representative
of the  Company.  Any prior  agreements  or  understandings  with respect to the
subject matter set forth in this Agreement are hereby terminated and canceled.

     23.  DEFERRAL OF PAYMENTS.

     To the extent that any payment under this Agreement, when combined with all
other  payments  received  during the same calendar year that are subject to the
limitations on deductibility  under Section 162(m) of the Code, would exceed the
limitations  on  deductibility  under Section  162(m) of the Code for such year,
such excess shall,  in the  discretion of  Rural/Metro,  be deferred to the next
succeeding  calendar year. Such deferred amounts,  together with interest at the
rate of eight  percent (8%) per annum,  shall be paid no later than the 60th day
after the beginning of such next  succeeding  calendar year,  provided that such
payment,  when combined with any other  payments  subject to the Section  162(m)
limitations  received  during  the  first  forty-five  (45)  days of  such  next
succeeding calendar year, does not exceed the limitations on deductibility under
Section 162(m) of the Code for such next succeeding calendar year.

                                       13
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     24.  PARTIES.

     This  Agreement is an  agreement  between you and  Rural/Metro.  In certain
cases,  though,  obligations  imposed  upon  Rural/Metro  may be  satisfied by a
Rural/Metro  subsidiary.  Any  payment  made or  action  taken by a  Rural/Metro
subsidiary  shall  be  considered  to be a  payment  made  or  action  taken  by
Rural/Metro  for purposes of determining  whether  Rural/Metro has satisfied its
obligations under this Agreement.

     If you would like to participate in this special benefits  program,  please
sign and return the extra copy of this letter which is enclosed.

                                        Sincerely,


                                        ----------------------------------------
                                        Cor Clement
                                        Chairman, Board of Directors

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                                   ACCEPTANCE

     I hereby accept the offer to  participate in this special  benefit  program
and I agree to be bound by all of the provisions noted above.


                                        ----------------------------------------

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