
                                                                   EXHIBIT 10.17
                    ASSET PURCHASE AGREEMENT

          THIS AGREEMENT, dated as of November __, 1997, among CARRIAGE FUNERAL
HOLDINGS, INC., a Delaware corporation (the "Purchaser"), SIDUN FUNERAL GROUP,
INC., an New Jersey corporation (the "Company"), and CHARLES D. SIDUN (the
"Shareholder") (the Company and the Shareholder being sometimes hereafter
referred to together as the "Sellers");

                      W I T N E S S E T H:

          WHEREAS, the Company owns all of the operating assets, rights and
properties, other than real property, associated with the operation of the John
E. Day Funeral Home located at 85 Riverside Avenue in Red Bank, Monmouth County,
New Jersey (the "Red Bank Home"), the two Bedle Funeral Homes located at 61
Broad Street in Keyport, Monmouth County, New Jersey (the "Keyport Home") and at
212 Main Street in Matawan, Monmouth County, New Jersey (the "Matawan Home"),
and the Braun Funeral Home located at 106 Broad Street, Eatontown, Monmouth
County, New Jersey (the "Eatontown Home"), and owns all of the assets, rights
and properties, including real property, associated with the operation of the
Family Arrangement Center located at 33 Allen Place in Red Bank, Monmouth
County, New Jersey (the "Family Center") (the Red Bank Home, the Keyport Home,
the Matawan Home, the Eatontown Home and the Family Center being hereafter
collectively referred to as the "Homes");

          WHEREAS, the Shareholder owns all of the issued and outstanding
capital stock of the Company; and

          WHEREAS, the parties desire that the Purchaser acquire substantially
all of such assets, rights and properties of the Homes from the Company, and
that the parties enter into certain related transactions, on the terms and
subject to the conditions hereafter set forth;

          NOW, THEREFORE, the parties agree as follows:

          1.   PURCHASE AND SALE OF ASSETS.

               1.1. TRANSFER OF ASSETS BY THE COMPANY. Subject to the provisions
          of this Agreement, the Company agrees to sell, and the Purchaser
          agrees to purchase, at the Closing referred to in Section 2.1,
          substantially all of the properties, assets, rights and business of
          the Homes of every kind and description, tangible and intangible,
          real, personal or mixed, wherever located, as they shall exist at the
          time of the Closing (collectively, the "Assets"), including, but not
          limited to, all of
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          the following-described assets, rights and properties (but excluding
          those described in Section 1.2):

                       (i) inventories of caskets, vaults, urns, accessories,
               monuments and other goods and inventories;

                       (ii) notes and accounts receivable; and

                       (iii) machinery, equipment, motor vehicles (13),
               furniture, fixtures, supplies, tools and other fixed assets and
               property, plant and equipment, including those described on
               Schedule 3.10 hereto;

                       (iv) fee simple title to the real property on which the
               Family Center is situated (the "Family Center Tract");

                       (v) all cash balances in bank accounts and certificates
               of deposit and other investments to fund obligations under
               preneed contracts;

                       (vi) all pre-need contracts of the Homes and other
               agreements, leases and commitments described on Schedule 3.11,
               including (without limitation) the Redemption Agreement dated
               November 4, 1997 between the Company and Douglas Sidun (but
               excluding those contracts and commitments shown thereon, if any,
               as not being assumed by the Purchaser);

                      (vii) all rights to the names "Sidun Funeral Group", "John
               E. Day Funeral Home", "Bedle Funeral Home" and "Braun Funeral
               Home" and all derivatives thereof, and all trademarks, trade
               names, patents, processes, copyrights, know-how and similar
               intangible rights, and all goodwill associated therewith;

                     (viii) all permits, licenses, books, records, brochures and
               literature, rights in unemployment compensation, industrial
               accident and other similar funds, and prepaid items; and

                       (ix) all other assets, rights and properties owned or
               leased by the Company that are used in or necessary for the Homes
               at the time of Closing, excluding those described in Section 1.2.

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          At the Closing, the Company shall convey to the Purchaser the Assets
          free and clear of any and all liens, security interests, pledges,
          encumbrances, easements, rights-of-way or title restrictions of any
          kind (collectively, "Liens") except (in the case of the Family Center
          Tract only) for Permitted Encumbrances described on Schedule 3.5.

               1.2. RETAINED ASSETS. Notwithstanding the foregoing, the
          following properties, assets, rights and interests (the "Retained
          Assets") are hereby excluded from the purchase and sale contemplated
          hereby and are therefore not included in the Assets:

                        (i) all cash on hand, in transit or on deposit,
               including bank account balances, certificates of deposit and
               marketable securities, excluding, however, account balances and
               certificates of deposit to fund preneed contracts;

                      (ii) any prepaid federal income taxes of the Company, and
               any rights to or claims for federal income tax refunds, in
               respect of the operation of the Homes prior to the Closing; and

                    (iii) the two motor vehicles, the accounts receivable due
               the Company from two existing employees and any life insurance
               policy on the life of the Shareholder or any of the other parties
               to the Employment Agreements referred to in Section 2.2(i), all
               as described on Schedule 1.2 hereto.

               1.3. PURCHASE PRICE. The purchase price for the Assets shall be
          $13,315,799.00 (the "Purchase Price"). Of the Purchase Price, (i) an
          amount sufficient to discharge indebtedness of the Company as
          determined by the Purchaser pursuant to Section 1.4 shall be paid to
          the holders of such indebtedness, (ii) the sum of $2,000,000.00 (the
          "Deferred Purchase Price") shall be payable in forty-eight (48) equal
          quarterly installments of $41,666.67

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          each, payable on or before the last day of each January, April, July
          and October during the twelve- year period following the Closing,
          commencing January 31, 1998 and continuing quarterly thereafter until
          paid in full, (iii) the sum of $100,000.00 shall be withheld from the
          Purchase Price by the Purchaser, subject to disbursement under the
          circumstances and subject to the conditions described in Section 10.5,
          and (iv) the balance of the Purchase Price, after deducting the
          amounts in clauses (i) through (iii) above, shall be paid to the
          Company in cash at Closing by wire transfer to such account as the
          Sellers shall designate in writing at least three business days prior
          to the Closing. No interest shall accrue or be payable in respect to
          the Deferred Purchase Price. For federal income tax purposes, the
          parties agree that the Deferred Purchase Price shall be deemed to
          include an imputed rate of interest of seven percent (7.0%) per annum.
          The Deferred Purchase Price shall be subject to offset as provided in
          Section 10.4. The Purchase Price shall be subject to adjustment
          following the Closing as provided in Section 1.4. The Purchaser
          acknowledges that its obligations to pay Deferred Purchase Price will
          be assigned by the Company 50% to the Shareholder and 50% to Douglas
          Sidun following the Closing, and that upon the death of either such
          person such payments shall continue to be made to such person's
          estate, heirs and beneficiaries.

               1.4. ADJUSTMENT TO PURCHASE PRICE. At least two business days
          prior to the Closing, the Sellers shall deliver to the Purchaser a
          written statement, certified by them to be accurate and complete,
          setting forth a description, and the outstanding balance as of the
          date of such statement, of all liabilities and obligations of the
          Company, including (but not limited to) indebtedness for borrowed
          money, indebtedness secured by Liens against any of the Assets,
          accounts and trade payable, accrued liabilities, federal, state and
          local taxes, any liabilities under suits, claims judgments or orders
          then pending, or any other
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          liability or obligation (collectively, "Unassumed Liabilities"),
          excluding only Assumed Liabilities described in Section 1.5. At
          Closing, the Purchaser shall pay out of the Purchase Price such
          portion thereof as shall be required to pay and discharge those
          Unassumed Liabilities as the Purchaser in its sole discretion deems
          appropriate, which at a minimum shall include liabilities secured by
          Liens against any of the Assets, and any and unsecured indebtedness
          for borrowed money, but may also include any of such other
          liabilities. Notwithstanding such payment, the Sellers shall remain
          responsible for paying any remaining Unassumed Liabilities. Payments
          under this Section 1.4 shall be deemed downward adjustments in the
          Purchase Price.

               1.5. ASSUMPTION OF LIABILITIES. The Purchaser, upon the sale and
          purchase of the Assets, shall, subject to Section 1.6 below, assume
          and agree to pay or discharge only the following liabilities and
          obligations of the Company (collectively, the "Assumed Liabilities"):

                       (i) liabilities under those preneed contracts of the
               Homes that are included in the Assets, provided that as of the
               Closing such liabilities are covered by trust or insurance to the
               full extent required by the rules, regulations and procedures of
               New Jersey law; and

                      (ii) obligations arising after Closing under the agree
               ments, leases and commitments of the Homes described in Schedule
               3.11 (other than agreements, leases and commitments, if any,
               which are indicated on such Schedule as not to be assumed by the
               Purchaser).

               The assumption by the Purchaser of the Assumed Liabilities shall
          not enlarge any rights or remedies of any third parties under any
          contracts or arrangements so assumed. Nothing herein shall prevent the
          Purchaser from contesting in good faith

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          any of the Assumed Liabilities. At Closing, the Purchaser shall
          deliver to the Company an instrument, dated the Closing Date and
          reasonably satisfactory in form and substance to it, pursuant to which
          the Purchaser will assume the Assumed Liabilities.

               1.6. LIMITATIONS ON ASSUMPTION. Notwithstanding Section 1.5
          above, the Purchaser will not assume and does not agree to pay or
          discharge any obligations or liabilities of the Company not specif
          ically included in the Assumed Liabilities. In particular, without
          limiting the generality of the definition of "Unassumed Liabilities"
          under Section 1.4 above, the Purchaser shall not assume or agree to
          pay or discharge any of the following:

                        (i) any notes or accounts payable;

                       (ii) any trade payables of any kind, regardless of
               whether entered into in the ordinary course of business;

                      (iii) any federal, state or local tax of any type, whether
               arising by reason of the sale of the Assets or by operation of
               the Homes prior to the Closing Date;

                       (iv) any losses, costs, damages or expense based upon or
               arising from any claims, litigation, legal proceedings or other
               actions against the Company based upon any set of facts occurring
               prior to the Closing;

                        (v) the liabilities and obligations under any war
               ranties to customers with respect to goods or products sold or
               services provided by the Company prior to Closing;

                       (vi) all personal injury, product liability claims,
               claims of environmental damage, claims of hazards to health,
               strict liability, toxic torts, enforcement proceedings, cleanup
               orders and other similar

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               actions or claims instituted by private parties or governmental
               agencies, with respect to the operation of the Homes prior to
               Closing; or

                      (vii) any other liability or obligation not specifically
               included within the Assumed Liabilities.

               1.7. CERTAIN PRORATIONS. All normal and customarily proratable
          items, including without limitation, real estate and personal property
          taxes, rents under leases and utility bills, shall be prorated as of
          the Closing Date, the Company being charged and credited for all of
          same up to such date and the Purchaser being charged and credited for
          all of same on and after such date. Utility services will be
          transferred to the Purchaser's name on the Closing Date. If the actual
          amounts to be prorated are not known as of the Closing Date, the
          prorations shall be made on the basis of the best evidence then
          available, and thereafter, within thirty (30) days after actual
          figures are received, a cash settlement will be made between the
          Company and the Purchaser.

               1.8. INSTRUMENTS OF TRANSFER. At the Closing, the Sellers shall
          deliver to the Purchaser such instruments of transfer, assignment and
          conveyance, including (without limitation) bills of sale, general
          warranty deeds, lease assignments and assignments of motor vehicle
          registrations, transferring title to the Assets to the Purchaser as
          may reasonably be requested by the Purchaser. Such instruments shall
          be reasonably satisfactory in form and substance to the Purchaser and
          shall vest in the Purchaser good and marketable title to all the
          Assets, free and clear of all Liens (except, in the case of the Family
          Center Tract, for Permitted Encumbrances).

               1.9. DELIVERY OF RECORDS, CONTRACTS AND TRUST FUNDS. At the
          Closing, the Company will deliver to the Purchaser all of the leases,
          contracts, commitments and rights of the Homes constituting a

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          portion of the Assets, with such assignments thereof and consents to
          assignment as the Purchaser shall deem necessary to assure the Pur
          chaser of their full benefit. Simultaneously with such deliveries, the
          Company shall take all requisite steps to put the Purchaser in actual
          possession and operating control of the Assets and all of the records,
          books and other data of the Homes. In addition, at the Closing, the
          Sellers and the Purchaser shall take all necessary or appropriate
          action to cause the transfer of the trust funds referred to in Section
          3.11 including, without limitation, the obtaining of governmental and
          third party consents.

               1.10. TAXES. Any sales or transfer taxes which may be payable in
          connection with the sale of the Assets under this Agreement shall be
          paid by the Sellers.

               1.11. EMPLOYEE MATTERS. On the Closing Date, the Purchaser may
          (but shall not be required to) offer employment to each employee of
          the Homes listed on Schedule 3.19. Each such employee so offered
          employment who accepts shall, effective as of the Closing Date, cease
          to be an employee of the Company and shall thereupon become an
          employee of the Purchaser. The Sellers shall be responsible for
          satisfying all claims, if any, of such employees as to holiday, health
          benefits, workers compensation claims, termination and severance
          benefits, and any withdrawal liability and vested rights under any
          pension or profit sharing plans, all arising and accrued through the
          Closing Date, and in no event shall the Purchaser have any liability
          or responsibility in respect thereof. The Purchaser agrees that it
          will assume responsibility for such employees' accrued vacation, but
          only for five payroll days accrued as of January 1, 1998.

               1.12. FURTHER ASSURANCES. The Sellers shall from time to time
          after the Closing, without further consideration, execute and deliver
          such instruments of transfer, conveyance and assignment

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          (in addition to those delivered pursuant to Section 1.8), and shall
          take such other action, as the Purchaser may reasonably request to
          more effec tively transfer, convey and assign to and vest in the
          Purchaser, and to put the Purchaser in actual possession and control
          of, each of the Assets.

          2.   THE CLOSING.

               2.1. TIME AND PLACE. The closing of the transactions contemplated
          under this Agreement (the AClosing@) shall occur at the offices of
          Schanker and Hochberg, 317 Madison Avenue, Suite 703, New York 10017,
          at 9:00 a.m. on November 13, 1997, or at such other date, time or
          place as may be mutually agreed upon by the parties, but in no event
          later than November 30, 1997. The date and time of the Closing is
          herein called the "Closing Date", and shall be deemed to have occurred
          as of the commencement of business on the Closing Date. All action to
          be taken at the Closing as hereinafter set forth, and all documents
          and instruments executed and delivered, and all payments made with
          respect thereto, shall be considered to have been taken, delivered or
          made simultaneously, and no such action or delivery or payment shall
          be considered as complete until all action incident to the Closing has
          been completed.

               2.2.   RELATED TRANSACTIONS.  In addition to the purchase and
          sale of the Assets, the following transactions shall take place at
          the Closing:

                        (i) the Purchaser, on the one hand, and each of Douglas
               Sidun ("Douglas"), Ted Sidun ("Ted") and Drew Sidun ("Drew"), on
               the other, shall each execute and deliver to the other an
               Employment Agreement to be dated the Closing Date, substantially
               in the forms of Exhibits A-1, A-2 and A-3, respectively, hereto
               (collectively, the "Employment Agreements");

                        (ii) the Purchaser, as tenant, and CAT Real Estate
               Partnership, a New Jersey

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               general partnership ("CAT"), as landlord, shall each execute
               and deliver to the other a Lease Agreement to be dated the
               Closing Date, covering the real estate and improvements on
               which the Red Bank Home is situated, substan tially in the
               form of Exhibit B hereto (the "Lease Agreement"); and

                       (iii) on the date of this Agreement, the Purchaser and
               (x) the Charles D. Sidun Charitable Remainder Trust ("CRT"), have
               entered into a Real Property Purchase Agreement (the AMatawan
               Real Property Agreement@) providing for, among other things, the
               sale by the CRT to the Purchaser of fee simple title to the real
               property and improvements on which the Matawan Home is situated,
               and (y) Charles have entered into a Real Property Purchase
               Agreement (the AKeyport/Eatontown Real Property Agreement@)
               providing for, among other things, the sale by Charles to the
               Purchaser of fee simple title to the real property and
               improvements on which the Keyport and Eatontown Homes are
               situated; and the Closing hereunder is subject to the closing
               substantially simultaneously therewith of such purchase and sale
               transactions under the Matawan Real Property Agreement and the
               Keyport/Eatontown Real Property Agreement (collectively, the
               "Real Property Agreements").

          3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The Sellers jointly
     and severally represent and warrant to and agree with the Purchaser that:

               3.1. ORGANIZATION AND EXISTENCE. The Company is a corporation
          duly organized, validly existing and in good standing under the laws
          of the State of New Jersey, and has all requisite corporate power to
          enter into and perform its obligations under this Agreement. The
          Company is the surviving corporation of the merger among John E. Day
          Funeral Home, Inc. ("Day"), Bedle Funeral Home, Inc. ("Bedle") and
          Braun Funeral Home, Inc.
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          ("Braun"), all New Jersey corporations. For purposes hereof, any
          reference to the "Company" shall, with respect to any time or period
          prior to the effective time of such merger, include and incorporate
          each of Day, Bedle and Braun, as the context requires.

               3.2.   OWNERSHIP OF THE COMPANY.  The Shareholder owns all of
          the issued and outstanding capital stock of the Company.

               3.3. FINANCIAL STATEMENTS. The Sellers have delivered to the
          Purchaser (i) the unaudited (reviewed) combined balance sheets of Day,
          Bedle and Braun at December 31, 1995 and 1996 (such balance sheet at
          December 31, 1996 being hereafter referred to as the "Company Balance
          Sheet") and the related unaudited (reviewed) combined statements of
          income and retained earnings of Day, Bedle and Braun for the
          respective twelve-month periods of operations then ended, together
          with the notes thereto and the review report thereon of Sobel & Co.,
          LLC dated January 17, 1997, and (ii) the unaudited (reviewed) combined
          balance sheets of Day, Bedle and Braun at December 31, 1994 and 1995
          and the related unaudited (reviewed) combined statements of income and
          retained earnings of Day, Bedle and Braun for the respective
          twelve-month periods of operations then ended, together with the notes
          thereto and the review report thereon of Sobel & Co., LLC dated
          January 22, 1996. All of such financial statements are true and
          correct, have been prepared in accordance with the books and records
          of Day, Bedle and Braun (now of the Company), and present fairly the
          combined financial positions of Day, Bedle and Braun at the dates
          thereof and their combined results of operations for the periods then
          ended in accordance with generally accepted accounting principles
          consistently applied. The total assets of the "acquired person" (as
          that term is used in the Hart- Scott-Rodino Antitrust Improvements Act
          of 1976, as amended), with respect to the transactions described
          herein, as reflected in the most recent regularly prepared balance
          sheet, is less than $10
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          million. The Homes collectively performed at least the number of adult
          casketed funeral services for each of the periods as shown below:

                    TWELVE MONTHS ENDED DECEMBER 31,       SIX MONTHS
               ---------------------------------------    ENDED JUNE 30,
LOCATION                1994        1995          1996        1997
--------                ----        ----          ----        ----
Red Bank .........      310          371          403          214
Keyport ..........       64           86           74           38
Matawan ..........       40           39           45           19
Eatontown ........       99          108          108           46

               3.4. TITLE TO AND STATUS OF ASSETS. All assets, rights and prop
          erties required in the operation of the Homes are owned or validly
          leased by the Company and (except for the real property covered by the
          Lease Agreement and the Real Property Agreements) are included within
          the Assets. The Company is in actual possession and control of all
          properties owned or leased by it which are required in the operation
          of the Homes, and has good and marketable title to all of the Assets,
          free and clear of all Liens (except for Permitted Liens against the
          Family Center Tract). The Family Center Tract, together with the real
          property covered by the Lease Agreement and the Real Property
          Agreements (collectively, the "Real Property"), constitute all
          interests in real property required in the operation of the Homes.

               3.5. FAMILY CENTER TRACT.

               (a) DESCRIPTION AND TITLE. Schedule 3.5 sets forth a legal
          description of the Family Center Tract. No person other than the
          Company has any ownership, leasehold or other interest of any kind in
          the Family Center Tract. The Family Center Tract is the only interest
          in real property
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          required for the conduct of the business of the Family Center as
          presently conducted. No improvements located on the Family Center
          Tract, nor the operation or maintenance thereof as now operated or
          maintained, contravenes any zoning ordinance or other administrative
          regulation or violates any restrictive covenant or any provision of
          law, the effect of which would interfere with or prevent their
          continued use for the purposes for which they are now being used.
          There is not pending nor, to the knowledge of the Sellers, threatened
          any proceeding for the taking or condemnation of the Family Center
          Tract or any portion thereof. All improvements located on the Family
          Center Tract are in a reasonable state of maintenance and repair,
          ordinary wear and tear excepted. The Company has good and marketable
          fee simple title to the Family Center Tract, free and clear of all
          Liens, other than easements and other similar Liens described on
          Schedule 3.5 ("Permitted Encumbrances").

               (b) FIRPTA. No Seller is a "foreign person" (as defined in
          Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended
          (the "Code"), and the regulations issued thereunder), and the Company
          shall deliver at Closing a non-foreign affidavit in recordable form
          containing such information as shall be required by Code Section
          1445(b)(2) and the regulations issued thereunder.

               (c) BILLS PAID. All bills and other payments due with respect to
          the ownership, operation, and maintenance of the Family Center Tract
          have been (and on the Closing Date will be) paid, and no Liens or
          other claims for the same have been filed or asserted against any part
          of the Family Center Tract.

               3.6. ABSENCE OF CHANGES OR EVENTS.  Since the date of the
          Company Balance Sheet, there has not been:

                       (i)    any adverse change in the financial condition,
               operations, properties or prospects of any Home;

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                      (ii) any material damage, destruction or losses against
               any Home or any of its properties;

                     (iii) any claim or liability for any material damages for
               any actual or alleged negligence or other tort or breach of
               contract against or affecting the Company;

                      (iv) any declaration or payment of any bonus or other
               extraordinary compensation to any employee of the Company;

                       (v) any hiring, firing, reassignment or other change in
               any key personnel of the Company;

                      (vi) any sale, transfer or other disposition of, or
               agreement to sell, transfer or otherwise dispose of, any of the
               inventories or other assets or properties of the Company, except
               in the ordinary course of business;

                     (vii) any labor strike or labor dispute, or the entering
               into of any collective bargaining agreement, with respect to
               employees of the Company;

                    (viii) any new competitor that has, to the knowledge of the
               Shareholder, built, commenced to build or announced intentions to
               build a funeral home or mortuary in direct competition with any
               Home; or

                      (ix) any other transaction or event entered into or
               affecting the Company other than in the ordinary course of
               business.

               3.7. ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth in
          the Company Balance Sheet and in this Agreement, the Company has no,
          and none of its assets or properties are subject to any, liabilities
          or obligations, other than unsecured

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          trade accounts payable and accrued expenses arising in the ordinary
          course of business since the date of the Company Balance Sheet.

               3.8. TAX MATTERS. All federal, state, county, local and other
          taxes due and payable on or before the date of this Agreement in
          respect of the Company and the ownership of the Assets, have been
          paid. All tax returns and reports required to be filed for all such
          taxes have been filed with all taxing authorities, and all such tax
          returns and reports are true and correct. True and correct copies of
          the federal, state and local income tax returns filed by the Company
          for each of its last three taxable years have been furnished to the
          Purchaser. No assessments of deficiencies have been made against the
          Company which are presently pending or outstanding, and no state or
          facts exist which would constitute grounds for any such assessment. No
          agreements, waivers or extensions of time are in effect for the
          assessment of deficiencies in respect of the Company or any of the
          Assets. Following the Closing, the Sellers shall be responsible for
          accurately and completely preparing, signing and filing all tax
          returns and paying all taxes in respect of the assets and operations
          of the Company through the Closing Date and for the sale of the
          Assets.

               3.9. INVENTORY; ACCOUNTS RECEIVABLE. All inventories reflected in
          the Company Balance Sheet are, and all inventories of the Company on
          the Closing Date will be, (i) accounted for at the lower of cost or
          market on a first-in, first-out basis in accordance with generally
          accepted accounting principles consistently applied, and (ii) saleable
          or usable in the ordinary course of business at usual and customary
          prices, subject to normal returns and markdowns consistent with past
          practice. All accounts receivable of the Company are valid and legally
          enforceable obligations of the account parties and are not subject to
          any claim of offset or deduction against the Company. At the Closing,
          the Sellers will deliver to the Purchaser lists, certified by them to
          be complete
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          and correct, of all of the inventory and accounts receivable of the
          Homes.

               3.10. FIXED ASSETS. Schedule 3.10 lists all motor vehicles and
          other material items of equipment, fixtures, furniture and other fixed
          assets used in the operation of the Homes, all of which are included
          in the Assets. All such items are in good and operating con dition and
          repair, ordinary wear and tear excepted.

               3.11.     CONTRACTS AND COMMITMENTS.  Schedule 3.11 sets forth a
          complete description of:

                      (i) all documents evidencing any money borrowed by the
               Company or the creation or existence of any Lien against any of
               the Assets, and all documents relating to any debt secured in
               whole or in part by any such Liens;

                     (ii) all collective bargaining agreements, employment
               contracts, noncompetition agreements and other agreements re
               lating to the employment of any employees of the Company, or with
               any former employees or owners of any of the Homes;

                    (iii) all joint venture agreements and all other agree ments
               involving the sharing of profits, involving the Company or any
               Home;

                     (iv) all (i) contracts or commitments for capital
               expenditures for the Company involving obligations aggregating in
               excess of $5,000, (ii) leases under which personal property is
               leased by the Company and which are not cancelable by either
               party thereto without penalty upon notice of 30 days or less or
               pursuant to which rentals exceed $1,000 per annum or $5,000 in
               the aggregate, or (iii) contracts and agreements of the Company
               which do not terminate or are not terminable by the Company upon
               notice of 30 days or less or which involves an obligation on its
               part in excess of $1,000 per annum or $5,000 in the

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               aggregate; and

                      (v) all other contracts and commitments of the Company
               entered into outside the ordinary course of business.

               Each contract and other document required to be described in
          Schedule 3.11 is valid and in full force and effect and neither the
          Company, nor, to the knowledge of the Sellers, none of the other
          parties thereto, are in default thereunder. A true and correct copy of
          each document listed on Schedule 3.11 has been delivered to the
          Purchaser by the Sellers.

               3.12. PRE-NEED CONTRACTS AND TRUST ACCOUNTS. Schedule 3.12
          accurately lists, as of the date of this Agreement, (i) all preneed
          contracts of the Homes unfulfilled as of such date, including
          contracts for the sale of funeral merchandise and services, and (ii)
          all trust accounts and insurance products funding such preneed con
          tracts, indicating the location of each and the balance thereof. All
          preneed contracts required to be listed on Schedule 3.12 (x) have been
          entered into in the normal course of business at regular retail
          prices, or pursuant to a sales promotion program, solely for use by
          the named customers and members of their families on terms not more
          favorable than shown on the specimen contracts which have been
          delivered to the Purchaser, (y) are subject to the rules and regula
          tions of the Homes as now in force (copies of which have been
          delivered to the Purchaser), and (z) on the date hereof are in full
          force and effect, subject to no offsets, claims or waivers, and
          neither the Company nor, except as disclosed on Schedule 3.12, such
          customer is in default thereunder. All funds received by the Company
          under preneed contracts have been deposited in the appropriate
          accounts and administered and reported in accordance with the terms
          thereof and as required by applicable laws, regulations and procedures
          required in the State of New Jersey. The aggregate market value of
          such preneed accounts, trusts and

                                      -17-
<PAGE>
          other deposits is equal to or greater than the aggregate preneed
          liability related thereto (liability measured by the actual cost of
          providing services and merchandise as of the Closing Date). The
          services heretofore provided by the Homes have been rendered in a
          professional and compe tent manner consistent with prevailing
          professional standards, practices and customs.

               3.13. INTANGIBLE RIGHTS. There are no patents, patent
          applications, patent licenses, trademarks, trademark applications or
          trademark or trademark licenses (collectively, "Intangible Rights")
          used in the operation of the Homes, except as described on Schedule
          3.13. The Company is not charged with infringement of any Intangible
          Rights, nor do the Sellers know of any such infringement, whether or
          not claimed by any person.

               3.14. INSURANCE AND CLAIMS. The Company maintains such poli cies
          of insurance in such amounts, and which insure against such losses and
          risks, as are generally maintained for comparable businesses and
          properties. Valid policies for such insurance will be outstanding and
          duly in force at all times prior to the Closing.

               3.15. LICENSES, PERMITS, ETC. Schedule 3.15 lists all licen ses,
          franchises, permits, certificates, consents, rights and privi leges
          that are necessary or appropriate for the operation of the Homes. All
          such items are in full force and effect.

               3.16. LITIGATION. There are no claims, actions, suits, pro
          ceedings or investigations pending or, to the Sellers' knowledge,
          threatened against or affecting the Company or any of the Assets, at
          law or in equity or before or by any court or federal, state, munici
          pal or other governmental department, commission, board, agency or in
          strumentality. The Company is not subject to any continuing court or
          administrative order, writ, injunction or decree, nor is the Company
          in default with respect to any order, writ, injunction or

                                      -18-
<PAGE>
          decree issued by any court or foreign, federal, state, municipal or
          other governmental department, commission, board, agency or
          instrumentality.

               3.17. COMPLIANCE WITH LAWS. The Company has operated and is
          operating each Home in compliance with all federal, state, municipal
          and other statutes, rules, ordinances and regulations applicable to
          the operation of the Homes and the Assets (including without limita
          tion all environmental protection and occupational safety and health
          rules, regulations and laws, and laws and regulations applicable to
          preneed contracts and trust accounts, including the so-called "FTC
          Funeral Rule").

               3.18. ENVIRONMENTAL MATTERS. The following representations and
          warranties are made by the Sellers as set forth below, without
          qualification, with respect to the ownership and operation of the
          Company, its predecessors, the Assets and the Real Property since (i)
          October 1, 1986, as to the Red Bank Home, (ii) July 6, 1990, as to the
          Eatontown Home, (iii) March 25, 1989, as to the Keyport and Matawan
          Homes, and (iv) July 14, 1994 as to the Family Center, and to the best
          knowledge of the Sellers with respect to such ownership and operation
          prior to such dates (in each case, as applicable):

               (a) The Company has complied and is in compliance with all
          Environmental Laws (as hereinafter defined).

               (b) Without limiting the generality of the foregoing, the Company
          has obtained, and has complied and is in compliance with, all permits,
          licenses and other authorizations that may be required pursuant to
          Environmental Laws for the occupation of the Real Property and the
          operation of the business of the Company.

               (c) The Company has not received any notice, report or other
          information regarding any liabilities (whether accrued, absolute,
          contingent,
                                      -19-
<PAGE>
          unliquidated or otherwise) or investigatory, remedial or corrective
          obligations, relating to its business or any of the Real Property
          arising under Environmental Laws.

               (d) Except as set forth on Schedule 3.18, none of the following
          exists on any portion of the Real Property:

                      (i)     Underground storage tanks or surface
               impoundments;

                     (ii)     Asbestos-containing material in any form or
               condition; or

                    (iii) Materials or equipment containing polychlorinated
               biphenyls.

               (e) The Company has treated, stored, disposed of, arranged for or
          permitted the disposal of, transported, handled, or Released any
          substance, including without limitation any Hazardous Materials, or
          owned or operated any facility or property, so as to give rise to lia
          bilities for response costs, natural resource damages or attorneys
          fees pursuant to the Comprehensive Environmental Response,
          Compensation and Liability Act of 1980 ("CERCLA"), as amended, or
          similar state Environmental Laws.

               (f) Neither this Agreement nor the consummation of the
          transaction that is the subject of this Agreement will result in any
          obligations for site investigation or cleanup, or notification to or
          consent of any governmental authority or third parties, pursuant to
          any so-called "transaction-triggered" or "responsible property
          transfer" Environmental Laws.

               (g) Without limiting the foregoing, no facts, events or
          conditions relating to the past or present facilities, properties or
          operations of the Company will prevent, hinder or limit continued
          compliance with Environmental Laws, give rise to any investigatory,
          remedial or
                                      -20-
<PAGE>
          corrective obligations pursuant to Environmental Laws, or give rise to
          any other liabilities (whether accrued absolute, contingent,
          unliquidated or otherwise) pursuant to Environmental Laws, including
          without limitation any relating to onsite or offsite Releases or
          threatened Releases of Hazardous Materials, substances or wastes,
          personal injury, property damage or natural resource damage.

               (h) The Company's SIC (Standard Industrial Classification) number
          as designated in the Standard Classification Manual prepared by the
          Office of Management and Budget, is 7261, and the Company does not
          constitute an "Industrial Establishment" subject to the requirements
          of the Industrial Site Recovery Act (previously known as the
          Environmental Cleanup Responsibility Act), N.J.S.A. 13:1K-6 ET SEQ.
          ("ISRA"), and consummation of the transactions hereunder or pursuant
          to the Real Property Agreements and the Lease Agreement shall require
          notice to or consent of any person or governmental entity under ISRA.

               (i) For purposes of this Section 3.17:

               "Environmental Laws" means all laws concerning pollution or
          protection of the environment (including without limitation all those
          relating to the presence, use, production, generation, handling,
          transportation, treatment, storage, disposal, distribution, labeling,
          testing, processing, discharge, Release, threatened Release, control
          or cleanup of any Hazardous Materials, substances or wastes, chemical
          substances or mixtures, pesticides, pollutants, contaminants, toxic
          chemicals, petroleum products or byproducts, asbestos, polychlori
          nated biphenyls, noise or radiation).

               "Hazardous Materials" means any hazardous, toxic, dangerous or
          other waste, substance of material defined as such in, regulated by or
          for purposes of any Environmental Law.

               "Release" has the meaning set forth in CERCLA.

                                      -21-
<PAGE>
               3.19. EMPLOYEES. Schedule 3.19 correctly and completely lists the
          names and annual or hourly rates of salary and other compen sation of
          all the employees and agents of the Company. Schedule 3.19 also sets
          forth the date of the last salary increase for each employee listed
          thereon, and the outstanding balances of all loans and advances made
          by the Company to any such employee or agent. There are not pending or
          threatened against the Company any general labor disputes, strikes or
          concerted work stoppages, and there are no discussions, negotiations,
          demands or proposals that are pending or have been conducted or made
          with or by any labor union or association with respect to any
          employees of the Company. No Seller is aware of the existence of any
          serious health condition of any key management personnel of any Home
          that might impair any such person's ability to carry on the essential
          functions of his or her position into the foreseeable future after the
          Closing. The Sellers believe that the relations between the Company
          and its employees are good.

               3.20. EMPLOYEE BENEFIT PLANS. Schedule 3.20 lists all plans,
          contracts, commitments, programs and policies (including, without
          limitation, pension, profit sharing, thrift, bonus, deferred
          compensation, severance, retirement, disability, medical, life, dental
          and accidental insurance, vacation, sick leave, death benefit and
          other similar employee benefit plans and policies) providing benefits
          to any employee or former employee of the Company (collectively, the
          "Plans"). The Sellers have delivered to the Purchaser true and correct
          copies of all documents embodying the Plans. All obligations of the
          Company under the Plans have been fully paid, fully funded or adequate
          accruals therefor have been made on the Company Balance Sheet. All
          necessary governmental approvals have been obtained for all Plans
          subject to the Employee Retirement Income Security Act of 1974
          ("ERISA") and have been qualified under Section 401 of the Code, and
          each trust established for any Plan is exempt from

                                      -22-
<PAGE>
          federal income taxation pursuant to Section 501(a) of the Code. With
          respect to any such Plan maintained by the Company, there has been no
          (i) "reportable event" as defined in Section 4043 of ERISA, (ii) event
          described in Section 4062(e) or 4063(a) of ERISA, or (iii) in the case
          of any defined benefit plan, termination or partial termination. The
          profit sharing plan described on Schedule 3.20 has been established
          and maintained in accordance with the applicable disclosure and
          reporting requirements of the Internal Revenue Service and the U.S.
          Department of Labor, and to the Shareholder's knowledge at the Closing
          the Company will have no funding or other obligations thereunder.

               3.21. BOOKS AND RECORDS. All books and records of the Company are
          true, correct and complete, have been maintained in accor dance with
          good business practice and in accordance with all laws, regulations
          and other requirements applicable to the Homes.

               3.22. FINDERS. Neither Seller is a party to or in any way
          obligated under any contract or other agreement, and there are no out
          standing claims against any of them, for the payment of any broker's
          or finder's fee in connection with the origin, negotiation, execution
          or performance of this Agreement.

               3.23. AUTHORITY OF THE COMPANY. The execution, delivery and
          performance of this Agreement by the Company have been duly authorized
          by its Board of Directors. This Agreement is legally binding and
          enforceable against the Company in accordance with its terms. Neither
          the execution, delivery nor performance of this Agreement by the
          Company will result in a violation or breach of, nor constitute a
          default or accelerate the performance required under, the Certificate
          of Incorporation or bylaws of the Company or any indenture, mortgage,
          deed of trust or other contract or agreement to which the Company is a
          party or by which it or its properties are

                                      -23-
<PAGE>
          bound, or violate any order, writ, injunction or decree of any court,
          administrative agency or governmental body.

               3.24. AUTHORITY OF THE SHAREHOLDER. The Share-holder has full
          authority to enter into this Agreement and the Documents (as hereafter
          defined) to which he is a party, and to perform his obligations
          hereunder and thereunder, and neither the execution, delivery nor
          performance by the Shareholder of this Agreement or such Documents
          will result in a violation or breach of any term or provision of, nor
          constitute a default under, any contract, agreement or other
          commitment to which the Shareholder is a party or by which the
          Shareholder or the Assets are bound, or violate any order, writ,
          injunction or decree of any court, administrative agency or
          governmental body. This Agreement is, and such Documents upon their
          execution and delivery as herein provided will be, valid and binding
          obligations of the Shareholder enforceable against the Shareholder in
          accordance with their respective terms. For purposes of this
          Agreement, the term "Documents" shall mean, as to any party hereto,
          any and all agreements, certificates and other instruments expressly
          contemplated in this Agreement or any exhibit hereto to be executed or
          delivered by or on behalf of such party at or in connection with the
          Closing hereunder.

               3.25. FULL DISCLOSURE. The representations and warranties made by
          the Sellers hereunder or in any Schedules or certificates furnished to
          the Purchaser pursuant hereto do not and will not contain any untrue
          statement of a fact or omit to state a fact required to be stated
          herein or therein or necessary to make the representations or
          warranties herein or therein, in light of the circumstances in which
          they are made, not misleading.

               3.26. SCHEDULES. The Schedules referred to in this Section 3 have
          been prepared as of the date hereof in a separate binder or volume

                                      -24-
<PAGE>
          contemporaneously with the execution of this Agreement, and have been
          signed for identification by the Sellers.

          4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
     represents and warrants to and agrees with the Sellers that:

               4.1. ORGANIZATION AND EXISTENCE. The Purchaser is a corporation
          duly organized, validly existing and in good standing under the laws
          of the State of Delaware, and has all requisite corporate power to
          enter into and perform its obligations under this Agreement and the
          Documents to which it is a party.

               4.2. AUTHORITY. The execution, delivery and performance by the
          Purchaser of this Agreement and the Documents contemplated in this
          Agreement to be executed and delivered by it have been duly autho
          rized by its Board of Directors. This Agreement is, and upon their
          execution and delivery as herein provided such other Documents will
          be, valid and binding upon the Purchaser and enforceable against it in
          accordance with their respective terms. Neither the execution,
          delivery or performance by the Purchaser of this Agreement or any such
          other document will conflict with or result in a violation or breach
          of any term or provision of, nor constitute a default under, the
          Certificate of Incorporation or Bylaws of the Purchaser, or under any
          indenture, mortgage, deed of trust or other contract or agreement to
          which the Purchaser is a party or by which it or its properties are
          bound, except for such contracts and commitments for which all
          necessary consents will have been duly and validly obtained by the
          time of Closing, or violate any order, writ, injunction or decree of
          any court, administrative agency or governmental body.

               4.3. FINDERS. Except as described in Section 13.1, the Purchaser
          is not a party to or in any way obligated under any contract or other
          agreement, and there are no outstanding claims against it, for the
          payment of any broker's or finder's fee in

                                     -25-
<PAGE>
          connection with the origin, negotiation, execution or performance of
          this Agreement.

               4.4. FULL DISCLOSURE. The representations and warranties made by
          the Purchaser hereunder or in any certificates furnished to the
          Sellers pursuant hereto do not and will not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated herein or therein or necessary to make the
          representations or warranties herein or therein, in light of the
          circumstances in which they are made, not misleading.

          5. COVENANTS OF THE SELLERS PENDING CLOSING. The Sellers jointly and
     severally covenant with the Purchaser that:

               5.1. CONDUCT OF BUSINESS. From the date of this Agreement to the
          Closing Date, each Home will be operated only in the ordinary course,
          and, in particular, without the prior written consent of the
          Purchaser, the Company will not (and the Shareholder will not cause or
          permit the Company to):

                      (i)     cancel or permit any insurance to lapse or termi
               nate, unless renewed or replaced by like coverage;

                     (ii)     commit any act or permit the occurrence of any
               event or the existence of any condition of the type described in
               Section 3.5;

                    (iii) enter into any contract, agreement or other com
               mitment of the type described in Section 3.10;

                     (iv) hire, fire, reassign or make any other change in key
               personnel of the Company, or increase the rate of compensation of
               or declare or pay any bonuses to any employee in excess of that
               listed on Schedule 3.19; or

                                      -26-
<PAGE>
                     (v) take any other action which would cause any of the
               representations and warranties made in Section 3 hereof not to be
               true and correct in all material respects on and as of the
               Closing Date with the same force and effect as if the same had
               been made on and as of the Closing Date.

               5.2. ACCESS TO INFORMATION. Prior to Closing, the Sellers will
          give to the Purchaser and its counsel, accountants and other represen
          tatives, full and free access to all of the properties, books, con
          tracts, commitments and records of the Company so that the Purchaser
          may have full opportunity to make such investigation as it shall de
          sire to make of the Homes and the affairs of the Company and the
          Assets.

               5.3. CONSENTS AND APPROVALS. The Sellers will use their best
          efforts to obtain the necessary consents and approvals of other per
          sons which may be required to be obtained on their part to consummate
          the transactions contemplated by this Agreement.

               5.4. NO SHOP. For so long as this Agreement remains in effect,
          the Sellers agree that they shall not enter into any agreements or
          commitments, or initiate, solicit or encourage any offers, proposals
          or expressions of interest, or otherwise hold any discussions with any
          potential buyers, investment bankers or finders, with respect to the
          possible sale or other disposition of all or any substantial portion
          of the Assets, the sale of all or a controlling interest in the stock
          of the Company, or the merger or consolidation of the Company, other
          than with the Purchaser. If, during such period, any Seller receives
          an inquiry or expression of interest regarding any such transaction,
          the Sellers shall promptly notify the Purchaser of such fact; provided
          that the foregoing shall not require that the source of such
          expression of interest be disclosed.

                                      -27-
<PAGE>
          6. COVENANTS OF THE PURCHASER PENDING CLOSING. The Purchaser cove
     nants with the Sellers that:

               6.1. CONSENTS AND APPROVALS. The Purchaser will use its best
          efforts to obtain the necessary consents and approvals of other
          persons which may be required to be obtained on its part to consum
          mate the transactions contemplated in this Agreement.

               6.2. CONFIDENTIALITY. Prior to the Closing, the Purchaser and its
          representatives will hold in confidence any data and information
          obtained with respect to the Homes from any representative or employee
          of the Company, including the accountants or legal counsel of the
          Sellers, or from any books or records of any of them, in connection
          with the transactions contemplated by this Agreement. If the
          transactions contemplated hereby are not consummated, none of the
          Purchaser nor its representatives shall use such data or information
          or disclose the same to others, except as such data or information is
          published or is a matter of public knowledge or is required by an
          applicable law or regulation to be disclosed. If this Agreement is
          terminated for any reason, all written data and information obtained
          by the Purchaser from the Sellers or their representatives in con
          nection with the transactions contemplated by this Agreement shall be
          returned to the Sellers.

          7. CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligations of the
     Purchaser under this Agreement shall be subject to the following condi
     tions, any of which may be expressly waived by it in writing:

               7.1. REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS PERFORMED.
          The Purchaser shall not have discovered any material error,
          misstatement or omission in the representations and warranties made by
          the Sellers in Section 3 hereof; the representations and warranties
          made by the Sellers herein shall be deemed to have been made again at
          and as of the time of Closing and shall then be true and correct; the
          Sellers shall have performed and complied

                                      -28-
<PAGE>
          with all agreements and conditions required by this Agreement to be
          performed or complied with by them at or prior to the Closing; and the
          Purchaser shall have received a certificate, signed by the Shareholder
          and the President of the Company, to the effect of the foregoing
          provisions of this Section 7.1.

               7.2. OPINION OF COUNSEL. The Sellers shall have caused to be
          delivered to the Purchaser an opinion of Schanker and Hochberg, coun
          sel for the Sellers, dated the Closing Date, to the effect that:

                      (i) the Company is a corporation duly organized, validly
               existing and in good standing under the laws of the State of New
               Jersey, with full corporate authority to enter into and perform
               its obligations under this Agreement; and CAT is a general
               partnership duly organized and existing under the laws of the
               State of New Jersey

                     (ii) the execution, delivery and performance of this
               Agreement by the Company have been duly authorized by all
               necessary corporate action required on the part of the Company;

                    (iii) this Agreement and the Documents to which the Sellers
               are parties have been duly and validly executed and delivered by
               the Sellers and constitute the valid and binding obligations of
               the Sellers enforceable against them in accordance with their
               respective terms; the Lease Agreement has been duly and validly
               executed and delivered by CAT and constitutes the valid and
               binding obligation of CAT enforceable against it in accordance
               with its terms; and the Redemption Agreement (including, without
               limitation, the non-competition provisions attached as Exhibit
               "A" thereto) was duly executed and delivered by Douglas and
               constitutes the valid and binding obligation

                                      -29-
<PAGE>
              of Douglas enforceable against him in accordance with its terms;

                      (iv) neither the execution, delivery or consummation of
               the transactions contemplated by this Agreement or the Documents
               to which the Sellers are parties will (x) result in the breach of
               or constitute a default under the Certificate of Incorporation or
               bylaws of the Company, or under any loan or credit agreement,
               indenture, mortgage, deed of trust or other contract or agreement
               known to such counsel and to which any Seller is a party or by
               which the Sellers or the Assets are bound, or (y) violate any
               order, writ, injunction or decree known to such counsel of any
               court, administrative agency or governmental body;

                     (v) no authorization, approval or consent of or declaration
               or filing with any governmental authority or regulatory body,
               federal, state or local, is necessary or required in connection
               with the execution and delivery by the Sellers of this Agreement
               or the Documents to which they are parties, or the performance of
               their obligations hereunder or thereunder; and

                    (vi) to the knowledge of such counsel after due inquiry,
               there are no claims, actions, suits, proceedings or investiga
               tions pending or threatened against or affecting the Company or
               any of the Assets, at law or in equity or before or by any court
               or federal, stated, municipal or other governmental department,
               commission, board, agency or instrumentality.

          Such opinion may, as to matters of fact, be given in reliance upon
          certificates of the Shareholder and officers of the Company, copies of
          which shall be provided to Purchaser at Closing. Any opinion as to the
          enforceability of any document may be limited by bankruptcy,
          insolvency, reorganization,

                                      -30-
<PAGE>
          moratorium and similar laws affecting creditors' rights and by
          principles of equity. Such opinion may be limited to federal law and
          the internal laws of the State of New Jersey.

               7.3. CONSENTS AND APPROVALS. The Sellers shall have obtained all
          consents and approvals of other persons and governmental authorities
          to the transactions contemplated by this Agreement.

               7.4. NO LOSS OR DAMAGE. Prior to the Closing there shall not have
          occurred any loss or damage to any substantial portion of the Assets,
          regardless of whether such loss or damage was insured.

               7.5. APPROVAL BY COUNSEL. All actions, proceedings, instruments
          and documents required to carry out the transactions contemplated by
          this Agreement or incidental thereto and all other related legal
          matters shall have been approved by counsel for the Purchaser, and
          such counsel shall have been furnished with such certified copies of
          actions and proceedings and other instruments and documents as they
          shall have reasonably requested.

               7.6. PRE-ACQUISITION REVIEW. The Purchaser and its repre
          sentatives shall have completed a pre-acquisition review of the
          financial information, books and records, and Assets of the Homes and
          shall have discovered no change in the business, Assets, operations,
          financial condition or prospects of the Homes which could, in the sole
          determination of the Purchaser, have an adverse effect on the value to
          the Purchaser of the business, Assets, financial condition or
          prospects being acquired hereunder.

               7.7. RELATED TRANSACTIONS. Each of Douglas, Ted and Drew shall
          have executed and delivered to the Purchaser his respective Employment
          Agreement; CAT shall have executed and delivered the Lease Agreement;
          and the closings under the Real Property Agreements shall have
          occurred substantially simultaneously with the Closing hereunder.

                                      -31-
<PAGE>
               7.8. ENVIRONMENTAL, OSHA AND STRUCTURAL REPORTS. There shall have
          been conducted, at the Purchaser's expense, (i) a Phase I (and, if
          deemed necessary by Purchaser, a Phase II) environmental audit of each
          Home and the Real Property by an environmental consulting firm
          selected by Purchaser (or, in lieu thereof, in the Purchaser's sole
          discretion, an environmental questionnaire, on forms provided by the
          Purchaser, shall have been completed by the manager of the Homes and
          delivered to the Purchaser), (ii) a health and safety inspection of
          each Home by a person (who may be an employee of the Purchaser) or
          firm selected by the Purchaser and who is qualified and experienced in
          such matters in the funeral service industry, and (iii) a structural
          inspection of each Home by an engineering firm selected by the
          Purchaser. In any event, it shall be a condition to the Purchaser's
          obligations hereunder that the results of the reports of such firms or
          persons (together with any remedial action taken by Sellers,
          regardless of the cost, in response thereto) shall be satisfactory to
          Purchaser in its sole discretion. Without limiting the generality of
          the foregoing, the underground storage tanks located at the Eatontown
          and Matawan Homes as described on Schedule 3.18 shall be tested at the
          Purchaser's expense for soil contamination by an environmental
          consulting firm reasonably acceptable to the Purchaser. The
          underground storage tanks at the Keyport Home, which the Sellers
          represent are no longer in use, shall be removed following the Closing
          as described in Section 10.5.

               7.9. ZONING. The Purchaser shall have received a letter or other
          acceptable form of communication from a responsible officer of each
          municipality or other governmental authority having jurisdiction over
          any zoning ordinance or regulation of each Home, indicating the zoning
          classification for each parcel on which it is located, affirmatively
          stating that the use thereof as a funeral home complies with such
          classification, and setting forth (if applicable) the number of
          parking spaces required for each such parcel under such ordinance or
          regulation.

                                      -32-
<PAGE>
               7.10. LIEN RELEASES. The holders of any Liens against any of the
          Assets (other than Permitted Encumbrances against the Family Center
          Tract) or against any of the Real Property covered by the Lease
          Agreement (other than the Assumed Mortgage referred to therein) shall
          have executed and delivered written releases of such Liens, all in
          recordable form and otherwise acceptable to the Purchaser. In
          addition, the Mortgagee (as defined in the Lease Agreement) shall have
          entered into a subordination, non-disturbance and attornment agreement
          with the Purchaser with respect to such Real Property, in form and
          substance acceptable to them.

               7.11. OTHER MANAGEMENT ARRANGEMENTS. The Sellers shall have
          identified to the Purchaser such personnel of the Homes (in addition
          to those persons covered by the Employment Agreements) as may be key
          to the continued effective management and operation of the Homes after
          the Closing, and the Purchaser shall have entered into mutually
          satisfactory arrangements regarding the continued employment of such
          personnel at the Homes following the Closing.

               7.12. APPROVED BUDGET. The Purchaser, the Shareholder and the
          Manager of each Home shall have reached agreement regarding the
          proposed Operating Budget for the Homes for the current fiscal year of
          the Purchaser and for the next succeeding fiscal year; and the
          Purchaser shall have received from the Shareholder and such Managers
          their certificate, acceptable in form and substance to the Purchaser,
          setting forth their acknowledgement regarding such Budget and each
          such Manager's agreement to utilize his best efforts to achieve the
          results therein contained.

               7.13. RELIANCE LETTERS. The Purchaser shall have received a
          letter or other written instrument acceptable in form and substance to
          the Purchaser from Sobel & Co., LLC, pursuant to which such firm
          permits the Purchaser to rely upon its

                                      -33-
<PAGE>
          review reports referred to in Section 3.3 and waives any requirement
          or defense of privity in connection therewith.

               7.14. TITLE INSURANCE. The Purchaser shall have received Owner's
          (with respect to the Family Center Tract) and Leasehold (with respect
          to the Lease Agreement Real Property) Policies of Title Insurance
          issued to the Purchaser in agreed-upon amounts, issued by Commonwealth
          Land Title Company or another title company mutually designed by the
          parties (the "Title Company"), insuring Purchaser's interests therein,
          subject only to the Permitted Encumbrances and any standard printed
          exceptions included in a New Jersey standard form Policy of Title
          Insurance; provided, however, that such policies shall have deleted
          any exception regarding restrictions or be limited to restrictions
          that are Permitted Encumbrances, any standard exception pertaining to
          discrepancies, conflicts or shortages in area shall be deleted except
          for "shortages in area", and any standard exception for taxes shall be
          limited to subsequent years. All premiums, escrow fees and other costs
          associated with the issuance of such policies shall be borne by the
          Purchaser.

               7.15. SURVEY. The Purchaser shall have received an ALTA/ACSM
          survey prepared by a licensed surveyor approved by the Purchaser and
          acceptable to the Title Company, with respect to the Family Center
          Tract and the Lease Agreement Real Property, which surveys shall
          comply with any applicable standards under New Jersey law, be
          sufficient for Title Company to delete any survey exception contained
          in the owner's policy of title insurance referred to in Sec tion 7.14,
          and otherwise be in form and content acceptable to Purchaser. All fees
          and costs associated with the issuance and finalization of such
          surveys shall be borne by the Purchaser.

          8. CONDITIONS TO OBLIGATIONS OF THE SELLERS. The obligations of the
     Sellers under this Agreement shall be subject to the following conditions,
     any of which may be

                                      -34-
<PAGE>
     expressly waived by the Sellers in writing:

               8.1. REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS PERFORMED.
          The Sellers shall not have discovered any material error, mis
          statement or omission in the representations and warranties made by
          the Purchaser in Section 4 hereof; the representations and warranties
          made by the Purchaser herein shall be deemed to have been made again
          at and as of the time of Closing and shall then be true and correct;
          the Purchaser shall have performed and complied with all agreements
          and conditions required by this Agreement to be performed or complied
          with by it at or prior to the Closing; and the Sellers shall have
          received a certificate, signed by an executive officer of the
          Purchaser, to the effect of the foregoing provisions of this Section
          8.1.

               8.2. OPINION OF COUNSEL. The Purchaser shall have caused to be
          delivered to the Sellers an opinion of Snell & Smith, A Professional
          Corporation, counsel for Purchaser to the effect that:

                      (i) the Purchaser is a corporation duly organized, validly
               existing and in good standing under the laws of the State of
               Delaware, and the Purchaser has all requisite corporate power to
               enter into and perform its obligations under this Agreement and
               the Documents to which it is a party;

                     (ii) the execution, delivery and performance by the
               Purchaser of this Agreement and the Documents to which it is a
               party have been duly authorized by its Boards of Directors;

                    (iii) this Agreement is, and upon execution and delivery as
               herein provided the Documents to which the Purchaser is a party
               will be, valid and binding upon the Purchaser and enforceable
               against the Purchaser in accordance with their respective terms;

                                      -35-
<PAGE>
                     (iv) neither the execution, delivery or performance by the
               Purchaser of this Agreement or the Documents to which it is a
               party will conflict with or result in a violation or breach of
               any term or provision of, nor constitute a default under, the
               Certificate of Incorporation or bylaws of the Purchaser or under
               any loan or credit agreement, indenture, mortgage, deed of trust
               or other contract or agreement known to such counsel and to which
               the Purchaser is a party or by which the Purchaser or its
               property is bound, or violate any order, writ, injunction or
               decree known to such counsel and of any court, administrative
               agency or governmental body; and

                      (v) no authorization, approval or consent of or
               declaration or filing with any governmental authority or
               regulatory body, federal, state or local, is necessary or
               required in connection with the execution and delivery by the
               Purchaser of this Agreement or the Documents to which the
               Purchaser is a party or the performance of its obligations
               hereunder or thereunder.

          Such opinion may, as to matters of fact, be given in reliance upon
          certificates of officers of the Purchaser and certificates of public
          officials, copies of which shall be provided to Sellers at Closing.
          Any opinion as to the enforceability of any document may be limited by
          bankruptcy, insolvency, reorganization, moratorium or other similar
          laws affecting creditors rights and by principles of equity. Such
          opinion may be limited to federal law, the General Corporation Law of
          the State of Delaware and the internal laws of the State of Texas.

               8.3. CONSENTS AND APPROVALS. The Purchaser shall have obtained
          all consents and approvals of other persons and governmental
          authorities to the transactions contemplated by this Agreement.

                                      -36-
<PAGE>
               8.4. RELATED TRANSACTIONS. The Purchaser shall have executed and
          delivered to each of Douglas, Ted and Drew his respective Employment
          Agreement, and to CAT the Lease Agreement; and the closings under the
          Real Property Agreements shall have occurred substantially
          simultaneously with the Closing hereunder.

          9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

               9.1. NATURE OF STATEMENTS. All statements contained in this
          Agreement or any Schedule or Exhibit hereto shall be deemed
          representations and warranties of the party executing or delivering
          the same.

               9.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Regardless of
          any investigation made at any time by or on behalf of any party
          hereto, all covenants, agreements, representations and warranties made
          hereunder or pursuant hereto or any Schedule or Exhibit hereto or in
          connection with the transactions contemplated hereby and thereby shall
          not terminate but shall survive the Closing and con tinue in effect
          thereafter.

          10.  INDEMNIFICATION.

               10.1. INDEMNIFICATION BY THE SELLERS. The Sellers jointly and
          severally agree to indemnify and hold harmless the Purchaser and its
          successors and assigns from and against any and all losses, damages,
          liabilities, obligations, costs or expenses (any one such item being
          herein called a "Loss" and all such items being herein collectively
          called "Losses") which are caused by or arise out of (i) any breach or
          default in the performance by any Seller of any cove nant or agreement
          of the Sellers contained in this Agreement, (ii) any breach of
          warranty or inaccurate or erroneous representation made by the Sellers
          herein, in any Schedule delivered to the Purchaser pursuant hereto or
          in any certificate or other instrument delivered by or on behalf of
          the Sellers pursuant hereto,

                                      -37-
<PAGE>
          (iii) any claim made against the Purchaser in respect of any of the
          Unassumed Liabilities, and (iv) any and all actions, suits,
          proceedings, claims, demands, judgments, costs and expenses (including
          reasonable legal fees) incident to any of the foregoing.

               10.2. INDEMNIFICATION BY THE PURCHASER. The Purchaser agrees to
          indemnify and hold harmless the Sellers and their heirs, successors
          and assigns from and against any Losses which are caused by or arise
          out of (i) any breach or default in the performance by the Purchaser
          of any covenant or agreement of the Purchaser contained in this
          Agreement, (ii) any breach of warranty or inaccurate or erroneous
          representation made by the Purchaser herein or in any certificate or
          other instrument delivered by or on behalf of the Purchaser pursuant
          hereto, (iii) any claim made against the Sellers in respect of the
          Assumed Liabilities, and (iv) any and all actions suits, proceedings,
          claims, demands, judgments, costs and expenses (including reasonable
          legal fees) incident to any of the foregoing.

               10.3. THIRD PARTY CLAIMS. If any third person asserts a claim
          against an indemnified party hereunder that, if successful, might
          result in a claim for indemnification against an indemnifying party
          hereunder, the indemnifying party shall be given prompt written notice
          thereof and shall have the right (i) to participate in the defense
          thereof and be represented, at his or its own expense, by advisory
          counsel selected by him or it, and (ii) to approve any settlement if
          the indemnifying party is, or will be, required to pay any amounts in
          connection therewith. Notwithstanding the foregoing, if within ten
          business days after delivery of the indemnified party's notice
          described above, the indemnifying party indicates in writing to the
          indemnified party that, as between such parties, such claims shall be
          fully indemnified for by the indemnifying party as provided herein,
          then the indemnifying party shall have the right to control the
          defense of such

                                      -38-
<PAGE>
          claim, provided that the indemnified party shall have the right (i) to
          participate in the defense thereof and be repre sented, at his or its
          own expenses, by advisory counsel selected by him or it, and (ii) to
          approve any settlement if the indemnified party's interests are, or
          would be, affected thereby.

               10.4. OFFSET. If any Seller becomes obligated to indemnify the
          Purchaser after the Closing Date pursuant to this Agreement, at any
          time when any Deferred Purchase Price remains payable, then the
          Purchaser may, at its option and without prejudice to any right of the
          Purchaser to proceed directly against any Seller, set-off the amount
          for which any such Seller shall be so obligated against the Deferred
          Purchase Price, provided that at the time of offset the Purchaser
          shall have accumulated Losses of at least $10,000.00 (it being
          understood, however, that the Purchaser shall be entitled to recover
          all Losses, including the first $10,000.00). The exercise of such
          right of set-off shall be evidenced by means of a written notice to
          such effect given by the Purchaser to the Sellers, describing the
          basis for indemnity and set-off hereunder and the amount of the
          set-off.

               10.5. UST REMOVAL. Promptly following the Closing, the (i) the
          Purchaser, at its sole cost and expense, shall have the underground
          storage tanks at the Matawan and Eatontown Homes (collectively, the
          AMatawan and Eatontown Tanks@) tested for soil contamination, and
          shall cause the inactive underground storage tanks located at the
          Keyport Home as described on Schedule 3.18 (the "Keyport Tanks") to be
          removed by a reputable and competent contractor, and the Purchaser
          shall, at its sole cost and expense, cause the surrounding soil to be
          tested for any contamination resulting from the use, operation or
          presence of the Keyport Tanks; and (ii) if the results of such testing
          shall reveal the presence of soil or ground water contamination or any
          other violation of applicable law, then the Sellers shall, on a
          cost-sharing basis as hereafter described, cause such soil to be

                                      -39-
<PAGE>
          remediated and disposed of in a manner complying with all federal,
          state and local legal requirements, or such other action required for
          the site to comply with applicable law, and otherwise reasonably
          satisfactory to the Purchaser, in which case the Sellers shall file
          all necessary reports and other materials with all regulatory agencies
          having jurisdiction over such matter, with respect to such removal and
          remediation and shall furnish the Purchaser with written evidence of
          all of the foregoing as it shall have reasonably requested. In
          addition to the "Losses" for which the Purchaser shall be indemnified
          against as provided in Section 10.1, the Sellers jointly and severally
          agree to indemnify the Purchaser for any Losses arising from the
          Matawan and Eatontown Tanks and the Keyport Tanks, including any
          remediation, cleanup or other related costs and expenses, as well as
          liability, fines and penalties to governmental agencies and third
          parties; provided, however, that (after giving effect to any proceeds
          received and applied against such liability, costs and expenses from
          insurance maintained by the Sellers), the first $25,000.00 shall be
          the Sellers' responsibility, the Purchaser shall bear the next
          $50,000.00 of such expenses, and the Sellers shall be responsible for
          all such costs, expenses and liability in excess of $75,000.00. As
          additional security for such indemnification, at the Closing the
          Purchaser shall withhold from the Purchase Price the sum of
          $100,000.00 (the "Withheld Amount"). If the Purchaser completes (i)
          above and (ii) above does not apply, then the Purchaser shall promptly
          remit the Withheld Amount to the Company. If (ii) does apply and the
          conditions therein described have not been fully satisfied within 120
          days after the Purchaser's completion of (i) above, then the Purchaser
          shall have the right (but not the obligation) to assume control over
          such matters described in (ii) above as shall then not be complete,
          all on a cost-sharing basis as described above and without relieving
          the Sellers of their responsibility in that regard. The Purchaser
          shall have the right to apply the Withheld Amount toward any such
          expenses incurred pursuant to the

                                      -40-
<PAGE>
          preceding sentence, or for any other Losses for which it is entitled
          to indemnification under this Section 10.5. Once all of the conditions
          set forth in clause (ii) have been satisfied without any further
          liability or other "Losses" outstanding (or any and all such Losses
          have been paid by the Sellers), any remaining Withheld Amount shall
          then be disbursed to the Company.

          11.  TERMINATION.

               11.1. BEST EFFORTS TO SATISFY CONDITIONS. The Sellers agree to
          use their best efforts to bring about the satisfaction of the
          conditions specified in Section 7 hereof, and the Purchaser agrees to
          use its best efforts to bring about the satisfaction of the condi
          tions specified in Section 8 hereof.

               11.2.     TERMINATION.  This Agreement may be terminated prior
          to Closing by:

                    (a)  the mutual written consent of the Sellers and the
               Purchaser;

                    (b) the Purchaser if a material default shall be made by any
               Seller in the observance or in the due and timely per formance by
               any of the Sellers' covenants herein contained, or if there shall
               have been a material breach or misrepresentation by any Seller of
               any of the Sellers' warranties and representa tions herein
               contained, or if the conditions of this Agreement to be complied
               with or performed by the Sellers at or before the Closing shall
               not have been complied with or performed at the time required for
               such compliance or performance and such non compliance or
               nonperformance shall not have been expressly waived by the
               Purchaser in writing;

                    (c) the Sellers if a material default shall be made by the
               Purchaser in the observance or in the due and timely performance
               by the Purchaser of any of the covenants of the

                                      -41-
<PAGE>
               Purchaser herein contained, or if there shall have been a
               material breach or mis representation by the Purchaser of any of
               its warranties and representations herein contained, or if the
               conditions of this Agreement to be complied with or performed by
               the Purchaser at or before the Closing shall not have been
               complied with or per formed at the time required for such
               compliance or performance and such noncompliance or
               nonperformance shall not have been expressly waived by the
               Sellers in writing; or

                    (d) either the Sellers or the Purchaser, if the Closing has
               not occurred by November 30, 1997.

               11.3. LIABILITY UPON TERMINATION. If this Agreement is terminated
          under paragraph (a) or (d) of Section 11.2, then no party shall have
          any liability to any other party hereunder. If this Agreement is
          terminated under paragraph (b) or (c) of Section 11.2, then (i) the
          party so terminating this Agreement shall not have any liability to
          any other party hereto, provided the terminating party has not
          breached any representation or warranty or failed to comply with any
          of its covenants in this Agreement, and (ii) such termi nation shall
          not prejudice the rights and remedies of the terminating party against
          any other party which has breached any of its representations,
          warranties or covenants herein prior to such termination.

          12. POST-CLOSING COVENANTS.

               12.1.     RESTRICTIVE COVENANTS.

                    (a) NON-COMPETITION. If the Closing occurs, Charles agrees
               that he shall not, and by her execution hereof Charles' spouse
               (Charles, together with his spouse, being herein collectively
               referred to as the "Covenantors") agrees that she shall not,
               directly or indirectly, for a period commencing on the Closing
               Date and ending ten

                                      -42-
<PAGE>
               (10) years thereafter, do any of the following:

                           (i) engage, as principal, agent, trustee or through
                    the agency of any corporation, partnership, association or
                    agent or agency, anywhere within a 25-mile radius of any
                    Home (the "Territory"), in the funeral, mortuary, crematory,
                    monument, or any related line of business (collectively, the
                    "Business");

                          (ii) own or hold any beneficial interest in one
                    percent (1%) or more of the voting securities in any
                    corporation, partnership or other business entity which con
                    ducts its operations, in whole or in part, in the Business
                    within the Territory;

                         (iii) become an employee of or consultant to, or
                    otherwise serve in any similar capacity with, any corpora
                    tion, partnership or other business entity that conducts its
                    business, in whole or in part, in the Business within the
                    Territory; or

                          (iv) cause or induce any present or future employee of
                    the Purchaser or any of its affiliates to leave the employ
                    of the Purchaser or any such affiliate to accept employment
                    with such Covenantor or with any person, firm, association
                    or corporation with which such Covenantor may be or become
                    affiliated.

                    Without limiting the generality of the foregoing, a
               Covenantor shall be deemed directly or indirectly engaged in the
               Business if he or she acts as a funeral director at any funeral
               establishment within the Territory, if such Covenantor engages in
               the sale or

                                      -43-
<PAGE>
               marketing of preneed funeral contracts for services to be
               performed within the Territory, or if such Covenantor promotes or
               finances any family member or affiliate to operate a Business or
               engage in any of the foregoing activities within the Territory.

                    (b) REFORMATION. The above covenants shall not be held
               invalid or unenforceable because of the scope of the territory or
               actions subject thereto or restricted thereby, or the period of
               time within which such covenants are operative; but any judg ment
               of a court of competent jurisdiction may define the maximum
               territory and actions subject to and restricted thereby and the
               period of time during which such covenants are enforceable.

                    (c) REMEDIES. The Covenantors agree that any remedy at law
               for any actual or threatened breach of any of the foregoing
               covenants would be inadequate and that the Purchaser shall be
               entitled to specific performance hereof or injunctive relief or
               both, by temporary or permanent injunction or such other appro
               priate judicial remedy, writ or order as may be entered into by a
               court of competent jurisdiction in addition to any damages that
               the Purchaser may be legally entitled to recover together with
               reasonable expenses of litigation, including attorneys' fees
               incurred in connection therewith, as may be approved by such
               court.

                    (d) REPRESENTATIONS. Each Covenantor represents and warrants
               to and agrees with the Purchaser that (i) such Covenantor
               understands that the foregoing restrictions are being made
               incident to and as a condition of the purchase and sale of the
               Assets hereunder, and that such covenants are necessary in order
               to protect the business and goodwill being acquired thereby, (ii)
               such covenants are not oppressive to such Covenantor in any
               respect, and (iii) the consideration for such

                                      -44-
<PAGE>
               restrictions is included in the Purchase Price, which
               consideration such Covenantor acknowledges is fair and adequate
               for the giving of the covenants herein and for which such
               Covenantor acknowledges a direct and valuable benefit.

                    (e) PURCHASE PRICE ALLOCATION. The parties agree to allocate
               $50,000 of the Purchase Price to the foregoing covenants for
               federal income tax purposes. Such allocation is not intended to
               be a measure of the amount or range of damages which the
               Purchaser may suffer or recover as a result of any breach of the
               foregoing covenants, and the Covenantors acknowledge that in case
               of any such breach, the Purchaser shall be entitled to seek in
               excess of such amount as it may otherwise be able to demonstrate
               itself justly entitled to.

               12.2. CHANGE OF NAME. Promptly following the Closing (but in no
          event later than 30 days thereafter), the Sellers shall cause the
          Articles of Incorporation of the Company to be amended so as to change
          its name to one wholly dissimilar to "Sidun Funeral Group" or its
          equivalent, and will furnish the Purchaser with written evidence of
          such amendment.

               12.3. TERMINATION OF PROFIT SHARING PLAN. The parties agree that
          the Profit Sharing Plan described on Schedule 3.20 (the "Profit
          Sharing Plan") shall not be included as part of the Assets, the
          Purchaser shall not be substituted as the sponsoring employer under
          the Profit Sharing Plan, and the Assumed Liabilities shall in no event
          include any withdrawal, termination, unfunded or underfunded liability
          arising in connection with the Profit Sharing Plan. Following the
          Closing, the Sellers shall take all necessary action to terminate the
          Profit Sharing Plan in accordance with applicable law, in connection
          with which the Sellers shall file all necessary forms and pay all
          appropriate fees, fines, penalties and other sums due in respect
          thereof. Without limiting the

                                      -45-
<PAGE>
          generality of Section 10.1, the "Losses" against which the Purchaser
          shall be indemnified against shall include all such liabilities,
          obligations and responsibilities arising in connection with the Profit
          Sharing Plan, whether arising before or after the Closing, and
          (regardless of any limitation set forth in the last sentence of
          Section 3.20) whether or not known to the Sellers at the time of
          Closing.

          13.  MISCELLANEOUS.

               13.1. EXPENSES. Regardless of whether the Closing occurs, the
          parties shall each pay their own expenses in connection with the
          negotiation, preparation and carrying out of this Agreement and the
          consummation of the transactions contemplated herein. Without limiting
          the generality of the foregoing, all finders' and similar fees and
          expenses of Success Plan shall be borne solely by the Purchaser, and
          in no event shall the Sellers be charged or responsible therefor.

               13.2. BULK SALES LAWS. The transactions contemplated by this
          Agreement shall be consummated without compliance with the bulk sales
          laws of any state. If by reason of any applicable bulk sales law any
          claims are asserted by creditors of the Company, such claims shall be
          the responsibility of the Purchaser in the case of claims arising
          under any of the Assumed Liabilities, or the responsibility of the
          Sellers in the case of claims arising under any other liabilities of
          the Company.

               13.3. NOTICES. All notices, requests, consents and other
          communications hereunder shall be in writing and shall be deemed to
          have been given on the date personally delivered, three business days
          following the date mailed, first class, registered or certified mail,
          postage prepaid, or when sent by telex or telecopy and receipt is
          confirmed, as follows:

                    (i)  if to any Seller, to:

                                      -46-
<PAGE>
                            Sidun Funeral Group, Inc.
                            85 Riverside Avenue
                            Red Bank, New Jersey 07701
                            Attn: Mr. Charles D. Sidun

                         with a copy to:

                           Schanker and Hochberg
                           27 West Neck Road
                           Huntington, New York 11743
                           Attn: Mr. Steven M. Schanker

                   (ii) if to the Purchaser, to:

                           Carriage Funeral Holdings, Inc.
                           1300 Post Oak Blvd., Suite 1500
                           Houston, Texas 77056
                           Attention: President

                         with a copy to:

                           Snell & Smith,
                           A Professional Corporation
                           1000 Louisiana, Suite 1200
                           Houston, Texas 77002
                           Attention: Mr. W. Christopher Schaeper

          or to such other address as shall be given in writing by any party to
          the other parties hereto.

               13.4. ASSIGNMENT. This Agreement may not be assigned by any party
          hereto without the prior written consent of the other parties,
          provided, however, that following the Closing the Purchaser may assign
          its rights hereunder without the consent of the Sellers to a
          successor-in-interest to the Purchaser (whether by merger, sale of
          assets or otherwise). Nothing in this Agreement, express or implied,
          is intended to confer upon any person, other than the parties to this
          Agreement and their successors and permitted assigns, any rights or
          remedies under or by reason of this Agreement.

               13.5. SUCCESSORS BOUND. Subject to the provisions of Section
          13.4, this Agreement shall be

                                      -47-
<PAGE>
          binding upon and inure to the benefit of the parties hereto and their
          respective successors, assigns, heirs and personal representatives.

               13.6. SHAREHOLDER CONSENT. The Shareholder, in his capacity as
          the sole shareholder of the Company, hereby (i) consents to the sale
          of the Assets hereunder pursuant to New Jersey Revised Statutes
          Tit.14A, c.10, '11, and (ii) irrevocably and unconditionally waives
          all dissenters' and other similar rights with respect to the sale of
          the Assets under and pursuant to New Jersey Revised Statutes Tit.14A,
          c.11, "1,2.

               13.7. SECTION AND PARAGRAPH HEADINGS. The section and paragraph
          headings in this Agreement are for reference purposes only and shall
          not affect the meaning or interpretation of this Agreement.

               13.8.  AMENDMENT.  This Agreement may be amended only by an
          instrument in writing executed by both parties hereto.

               13.9. ENTIRE AGREEMENT. This Agreement and the Exhibits,
          Schedules, certificates and other documents referred to herein con
          stitute the entire agreement of the parties hereto, and supersede all
          prior understandings with respect to the subject matter hereof and
          thereof.
               13.10. GOVERNING LAW.  This Agreement shall be construed and
          enforced under and in accordance with and governed by the law of the
          State of New Jersey.

               13.11. CONSTRUCTION. As the context requires or permits: pronouns
          used herein shall include the masculine, the feminine and neuter;
          terms used in plural shall include the singular, and singular terms
          shall include the plural; "hereof", "herein", "hereunder" and "hereto"
          shall refer to this Agreement; and section and paragraph references,
          when not expressly referring to another agreement or document, shall
          mean sections or paragraphs in this Agreement.

                                      -48-
<PAGE>
               13.12. COUNTERPARTS. This Agreement may be executed in
          counterparts, each of which shall be deemed an original, but all of
          which shall constitute the same instrument.

               13.13 PUBLICITY. The parties agree to (i) maintain the
          confidentiality of the commercial terms of the transactions under this
          Agreement, including the amount of the Purchase Price, and (ii)
          coordinate with one another regarding any press releases or other
          public announcements of the consummation of such transactions.

                                      -49-
<PAGE>
               IN WITNESS WHEREOF, this Agreement has been executed and
delivered as of the date first above written.

                                 THE PURCHASER:

                                 CARRIAGE FUNERAL HOLDINGS, INC.



                                 By:_______________________________
                                    MARK W. DUFFEY, President


                                 THE COMPANY:

                                 SIDUN FUNERAL GROUP, INC.



                                 By:_______________________________
                                    CHARLES D. SIDUN, President

                                 THE SHAREHOLDER:


                                __________________________________
                                 CHARLES D. SIDUN

          CARRIAGE SERVICES, INC., a Delaware corporation and the Purchaser's
parent corporation, hereby joins in the execution of this Agreement to evidence
its unconditional and irrevocable guaranty of the obligations of the Purchaser
to pay Deferred Purchase Price pursuant to Section 1.3 hereof.


                                 CARRIAGE SERVICES, INC.



                                 By:_______________________________
                                    MARK W. DUFFEY, President

                                      -50-
<PAGE>
          The undersigned spouse of Charles D. Sidun hereby joins in the
execution of this Agreement in order to evidence her agreement to be bound by
the provisions of Section 12.2 hereof.



                                ____________________________________
                                VIRGINIA L. SIDUN, spouse of
                                CHARLES D. SIDUN


                                      -51-
<PAGE>
EXHIBIT               DESCRIPTION

  A-1                 Employment Agreement (Douglas Sidun)
  A-2                 Employment Agreement (Ted Sidun)
  A-3                 Employment Agreement (Drew Sidun)
   B                  Lease Agreement



SCHEDULES                          DESCRIPTION

   1.2               Retained Assets
   3.5               Family Center Tract
   3.10              Fixed Assets
   3.11              Contracts and Commitments
   3.12              Preneed Contracts and Trust Accounts
   3.13              Intangible Assets
   3.15              Licenses, Permits, Etc.
   3.18              Environmental Matters
   3.19              Employees
   3.20              Employee Benefit Plans
   10.6              Building Repairs

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